EX-99.2 13 ex-99d2.htm EX-99.2 brks_Ex99_2

Exhibit 99.2

ULVAC CRYOGENICS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Financial Position

June 30, 2019 and 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Note

    

June 30, 2019

    

June 30, 2018

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

5

 

¥

1,816 

 

¥

1,234 

Trade and other receivables

 

6

 

 

3,531 

 

 

4,074 

Inventories

 

9

 

 

2,706 

 

 

2,412 

Other current financial assets

 

8

 

 

 

 

16 

Other current assets

 

7

 

 

60 

 

 

88 

Total current assets

 

 

 

 

8,118 

 

 

7,824 

Non-current assets:

 

 

 

 

 

 

 

 

Financial assets

 

8

 

 

250 

 

 

278 

Property, plant and equipment

 

10

 

 

1,468 

 

 

1,519 

Intangible assets

 

11

 

 

140 

 

 

125 

Deferred tax assets

 

22

 

 

264 

 

 

243 

Other non-current assets

 

7

 

 

252 

 

 

244 

Total non-current assets

 

 

 

 

2,374 

 

 

2,409 

Total assets

 

 

 

¥

10,492 

 

¥

10,233 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Trade and other payables

 

12

 

¥

2,198 

 

¥

2,069 

Financial liabilities (current)

 

13

 

 

 

 

497 

Accrued expenses

 

 

 

 

87 

 

 

86 

Income taxes payable

 

22

 

 

336 

 

 

81 

Provisions

 

14

 

 

39 

 

 

34 

Other current liabilities

 

15

 

 

187 

 

 

169 

Total current liabilities

 

 

 

 

2,849 

 

 

2,936 

Non-current liabilities:

 

 

 

 

 

 

 

 

Financial liabilities (non-current)

 

13

 

 

 

 

Retirement benefit liability

 

16

 

 

712 

 

 

764 

Provisions

 

14

 

 

38 

 

 

31 

Deferred tax liabilities

 

22

 

 

141 

 

 

134 

Other non-current liabilities

 

 

 

 

61 

 

 

19 

Total non-current liabilities

 

 

 

 

959 

 

 

948 

Total liabilities

 

 

 

 

3,808 

 

 

3,884 

Equity:

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

50 

 

 

50 

Legal Reserves

 

 

 

 

86 

 

 

69 

Retained earnings

 

 

 

 

6,853 

 

 

6,319 

Accumulated Other Comprehensive Income

 

17

 

 

(305)

 

 

(89)

Total equity

 

 

 

 

6,684 

 

 

6,349 

Total liabilities and equity

 

 

 

¥

10,492 

 

¥

10,233 

 

 

1

 

ULVAC CRYOGENICS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Income

Years ended June 30, 2019, 2018 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

 

 

For the year ended June 30,

 

    

Note

    

2019

    

2018

    

2017

Sales revenue

 

18

 

¥

9,727 

 

¥

10,455 

 

¥

11,639 

Cost of sales

 

 

 

 

5,860 

 

 

6,591 

 

 

7,053 

Gross Profit

 

 

 

 

3,867 

 

 

3,864 

 

 

4,586 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

19

 

 

1,519 

 

 

1,489 

 

 

1,374 

Research and development expenses

 

20

 

 

403 

 

 

363 

 

 

312 

Other income

 

 

 

 

39 

 

 

37 

 

 

43 

Other expenses

 

 

 

 

25 

 

 

16 

 

 

14 

Operating profit

 

 

 

 

1,959 

 

 

2,033 

 

 

2,929 

 

 

 

 

 

 

 

 

 

 

 

 

Finance income and finance costs:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

21

 

 

11 

 

 

10 

 

 

Interest expense

 

21

 

 

(7)

 

 

(13)

 

 

(3)

Other finance income net of other finance expenses

 

21

 

 

35 

 

 

41 

 

 

26 

Net finance income (expenses)

 

 

 

 

39 

 

 

38 

 

 

32 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before income taxes

 

 

 

 

1,998 

 

 

2,071 

 

 

2,961 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

22

 

 

624 

 

 

597 

 

 

798 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

¥

1,374 

 

¥

1,474 

 

¥

2,163 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year attributable to:

 

 

 

 

 

 

 

 

 

 

 

Shareholders of the Company

 

 

 

¥

1,374 

 

¥

1,474 

 

¥

2,163 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share (units: 1 JPY)

 

23

 

¥

13,742 

 

¥

14,745 

 

¥

21,635 

 

 

2

 

ULVAC CRYOGENICS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended June 30, 2019, 2018 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

 

 

For the year ended June 30,

 

    

Note

    

2019

    

2018

    

2017

Profit for the year

 

 

 

¥

1,374 

 

¥

1,474 

 

¥

2,163 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

Items that will not be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Remeasurements of defined benefit plans

 

17

 

 

(26)

 

 

(9)

 

 

(4)

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

17

 

 

(190)

 

 

(2)

 

 

204 

Total other comprehensive income, net of tax

 

 

 

 

(216)

 

 

(11)

 

 

200 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income for the year

 

 

 

¥

1,158 

 

¥

1,463 

 

¥

2,363 

Comprehensive income for the year attributable to:

 

 

 

 

 

 

 

 

 

 

 

Shareholders of the Company

 

 

 

¥

1,158 

 

¥

1,463 

 

¥

2,363 

 

 

3

 

ULVAC CRYOGENICS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

Years ended June 30, 2019, 2018 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

    

Common
stock

    

Legal
Reserves

    

Retained
Earnings

    

Accumulated
Other
Comprehensive
Income

    

Total
Equity

Balance as of June 30, 2016

 

¥

50 

 

¥

47 

 

¥

4,204 

 

¥

(278)

 

¥

4,023 

Comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

 

 

 

 

 

2,163 

 

 

 

 

 

2,163 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

— 

 

 

200 

 

 

200 

Total comprehensive income for the year

 

 

 

 

 

 

 

 

2,163 

 

 

200 

 

 

2,363 

Transfers to legal reserves

 

 

 

 

 

 

 

(8)

 

 

 

 

 

— 

Dividends paid

 

 

 

 

 

 

 

 

(300)

 

 

 

 

 

(300)

Balance as of June 30, 2017

 

¥

50 

 

¥

55 

 

¥

6,059 

 

¥

(78)

 

¥

6,086 

Comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

 

 

 

 

 

1,474 

 

 

 

 

 

1,474 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

— 

 

 

(11)

 

 

(11)

Total comprehensive income for the year

 

 

 

 

 

 

 

 

1,474 

 

 

(11)

 

 

1,463 

Transfers to legal reserves

 

 

 

 

 

14 

 

 

(14)

 

 

 

 

 

— 

Dividends paid

 

 

 

 

 

 

 

 

(1,200)

 

 

 

 

 

(1,200)

Balance as of June 30, 2018

 

¥

50 

 

¥

69 

 

¥

6,319 

 

¥

(89)

 

¥

6,349 

Comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

 

 

 

 

 

1,374 

 

 

 

 

 

1,374 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

(216)

 

 

(216)

Total comprehensive income for the year

 

 

 

 

 

 

 

 

1,374 

 

 

(216)

 

 

1,158 

Transfers to legal reserves

 

 

 

 

 

17 

 

 

(17)

 

 

 

 

 

— 

Dividends paid

 

 

 

 

 

 

 

 

(823)

 

 

 

 

 

(823)

Balance as of June 30, 2019

 

 

50 

 

 

86 

 

 

6,853 

 

 

(305)

 

 

6,684 

 

 

4

 

ULVAC CRYOGENICS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended June 30, 2019, 2018 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

 

 

For the year ended June 30,

 

    

Note

    

2019

    

2018

    

2017

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Profit before income taxes

 

 

 

¥

1,998 

 

¥

2,071 

 

¥

2,961 

Depreciation and amortization

 

 

 

 

214 

 

 

177 

 

 

133 

Finance income and finance costs, net

 

 

 

 

75 

 

 

107 

 

 

(196)

Changes in Trade and other receivables

 

 

 

 

505 

 

 

(797)

 

 

(637)

Changes in Inventories

 

 

 

 

(369)

 

 

172 

 

 

(522)

Changes in Trade and other payables

 

 

 

 

81 

 

 

(146)

 

 

566 

Changes in Provisions and retirement benefit liabilities

 

 

 

 

(21)

 

 

(37)

 

 

64 

Changes in Other assets and liabilities

 

 

 

 

47 

 

 

(27)

 

 

(34)

Other, net

 

 

 

 

 

 

 

 

Interest received

 

 

 

 

11 

 

 

10 

 

 

10 

Interest paid

 

 

 

 

(6)

 

 

(12)

 

 

(3)

Income taxes paid

 

 

 

 

(455)

 

 

(1,181)

 

 

(387)

Net cash provided by operating activities

 

 

 

 

2,089 

 

 

341 

 

 

1,959 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Payments for additions to property, plant and equipment

 

10

 

 

(125)

 

 

(674)

 

 

(400)

Payments for additions to intangible assets

 

 

 

 

(28)

 

 

(10)

 

 

(14)

Payments for insurance contract assets

 

 

 

 

(43)

 

 

(51)

 

 

(38)

Payments from cancellation of insurance contracts

 

 

 

 

32 

 

 

22 

 

 

36 

Payments for acquisitions of other financial assets

 

 

 

 

(15)

 

 

(18)

 

 

(25)

Proceeds from sales and redemptions of other financial assets

 

 

 

 

38 

 

 

13 

 

 

145 

Other, net

 

 

 

 

(1)

 

 

— 

 

 

— 

Net cash used in investing activities

 

 

 

 

(142)

 

 

(718)

 

 

(296)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from short-term financial liabilities

 

13

 

 

400 

 

 

1,253 

 

 

350 

Repayments of short-term financial liabilities

 

13

 

 

(892)

 

 

(951)

 

 

(250)

Payment for lease obligation

 

 

 

 

(2)

 

 

(2)

 

 

(2)

Dividends paid

 

 

 

 

(823)

 

 

(1,200)

 

 

(300)

Net cash used in financing activities

 

 

 

 

(1,317)

 

 

(900)

 

 

(202)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

(48)

 

 

 

 

114 

Net change in cash and cash equivalents

 

 

 

 

582 

 

 

(1,271)

 

 

1,575 

Cash and cash equivalents at beginning of year

 

 

 

 

1,234 

 

 

2,505 

 

 

930 

Cash and cash equivalents at end of year

 

5

 

¥

1,816 

 

¥

1,234 

 

¥

2,505 

 

 

 

 

5

 

ULVAC CRYOGENICS INCORPORATED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1.    Reporting Entity

ULVAC CRYOGENICS INCORPORATED (the "Company") is a private company domiciled in Japan. The Company is owned equally by ULVAC, Inc. in Japan and Brooks Automation, Inc. in the United States of America. The Company designs, manufactures and sells cryopumps as well as providing maintenance services. These financial statements are consolidated financial statements for the group consisting of the Company and its subsidiaries (collectively, the "Group").

 

2.    Basis of Preparation

(1)  Compliance with International Financial Reporting Standards

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs"), as issued by the International Accounting Standards Board ("IASB"). The term "IFRSs" also includes International Accounting Standards (IASs) and the related interpretations of the interpretations committees.

The accompanying consolidated financial statements of the Group have been prepared in accordance with IFRSs. Pursuant to a guidance (section 6400) of U.S. Securities and Exchange Commission ("SEC"), we are required to disclose reconciliation of IFRSs to generally accepted accounting principles in the United States ("US GAAP").

(2)  Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, except for certain assets and liabilities separately stated in note 3.

(3)  Functional Currency and Presentation Currency

The consolidated financial statements are presented in Japanese yen, which is the functional currency of the Company. All financial information presented in Japanese yen has been rounded to the nearest million Japanese yen, except when otherwise indicated.

(4)  Early Adoption of New Accounting Standards and Interpretations

The Group does not apply new accounting standards until they are required for adoption under international financial accounting standards.

(5)  New Accounting Standards and Interpretations Not Yet Adopted

New or amended standards and interpretations that have been issued as of the date of approval of the consolidated financial statements but are not effective and have not yet been adopted by the Group as of June 30, 2019 are as follows.

6

 

The Company is currently evaluating the impact of adoption of these standards and interpretations on the Company’s consolidated financial statements.

 

 

 

 

 

 

 

 

Standards and interpretations

    

Mandatory adoption
 (from fiscal years 
beginning on or after)

    

Reporting periods in 
which the Group is
scheduled to adopt 
the standards

    

Overview of new or amended 
standards and interpretations

IFRS 16 Leases

 

January 1, 2019

 

Fiscal year ending June 30, 2020

 

New standard applied in accounting and disclosure for recognition of leases, which supersedes current standards of recognition of leases such as IAS17, Leases and IFRIC 4, Determination Whether an Arrangement Contains a Lease. The core principle in this standard is that a lessee is required to recognize right-of-use assets that representing its right to use the underlying leased asset for the lease term and lease liabilities representing payments made by a lessee to lessor relating to the underlying right-of-use assets during the lease term at the commencement date, regardless of classification of finance or operating lease.

 

1)  IFRS 16 "Leases"

The Company will adopt IFRS 16 "Leases" from the fiscal year ending June 30, 2020. The Company is currently evaluating the potential impacts to the Group’s results of operations or financial positions.

(6)  Use of Estimates and Judgments

The preparation of the consolidated financial statements in accordance with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amount of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

These estimates and underlying assumptions are reviewed on a continuous basis. Changes in these accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about judgments that have been made in the process of applying accounting policies and that have significant effects on the amounts reported in the consolidated financial statements is as follows:

·

Scope of subsidiaries (notes 3(a))

·

Accounting for contracts including lease (note 3(g))

·

Revenue recognition (note 3(1))

Information about accounting estimates and assumptions that have significant effects on the amounts reported in the consolidated financial statements is as follows:

·

Measurement of net defined benefit liabilities (assets) (note 15)

·

Financial instruments (note 8 and 13)

 

7

 

3.    Significant Accounting Policies

(1)  Basis of Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiaries which are directly or indirectly controlled by the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company controls an entity when the Company is exposed or has rights to variable returns from involvement with the entity, and has the ability to affect those returns by using its power, which is the current ability to direct the relevant activities, over the entity. To determine whether or not the Company controls an entity, status of voting rights or similar rights, contractual agreements and other specific factors are taken into consideration.

The financial statements of subsidiaries are included in the consolidated financial statements from the date when the control is obtained until the date when the control is lost. The financial statements of subsidiaries have been adjusted in order to ensure consistency with the accounting policies adopted by the Company as necessary.

(2)  Foreign Currency Translations

1)  Foreign currency transactions

Foreign currency transactions are translated into the respective functional currencies at the exchange rates prevailing when such transactions occur. All foreign currency receivables and payables are translated into the respective functional currencies at the applicable exchange rates at the end of the reporting period. Gains or losses on exchange differences arising on settlement of foreign currency receivables and payables or on their translations at the end of the reporting date are recognized in profit or loss and they are included in finance income and finance costs-other, net in the consolidated statements of income, unless any gains or losses are recognized in other comprehensive income.

2)  Foreign operations

All assets and liabilities of foreign subsidiaries (collectively "foreign operation"), which use a functional currency other than Japanese yen, are translated into Japanese yen at the exchange rates at the end of the reporting period. All revenues and expenses of foreign operation are translated into Japanese yen at the average exchange rate for the period. Exchange differences arising from translation are recognized in other comprehensive income and accumulated in other components of equity in the consolidated statements of financial position.

(3)  Financial Instruments

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity security of another entity. When the Group becomes a party to the contractual provision of a financial instrument, the financial instrument is recognized either as a financial asset or as a financial liability in accordance with the principles of IFRS 9. When the Group purchases or sells a financial asset, the financial asset is recognized or derecognized at the trade date.

In accordance with the transitional provisions of amended IFRS 9, the Company has applied this standard retrospectively to financial assets and liabilities held as of the date of initial application (July 1, 2018) and recognize the cumulative effect of applying the standard as an adjustment to the opening retained earnings at the date of initial application. Accordingly, comparative information for the fiscal year ended June 30, 2018 is not restated. Instead, the Company has assessed the effect of applying amended IFRS9 as a comparison between the reported results under the new standards and those that would have been reported under IAS39 and related Interpretations that were in effect before the change in the fiscal year ended June 30, 2019, and as a result the Company concluded that there is no significant effect of applying amended IFRS 9.

8

 

1)  Financial assets measured at amortized cost

The Group classifies financial assets other than derivatives as "financial assets measured at amortized cost". The Group determines the classification of financial assets upon initial recognition. Financial assets measured at amortized cost are initially measured at their fair value, and are subsequently measured at amortized cost using the effective interest method.

(Receivables)

Trade receivables are classified as financial assets measured at amortized cost.

Allowance for doubtful accounts is a reserve for the impairment of trade receivables on the Consolidated Statements of Financial Position. Several factors are relied upon in developing the estimate for the allowance for doubtful accounts, including:

·

Historical information, such as general collection history;

·

Current customer information and events, such as extended delinquency, requests for restructuring and filings for bankruptcy;

·

Results of analyzing historical and current data; and

·

The overall macroeconomic environment.

The allowance includes two components: (1) specifically identified receivables that are reviewed for impairment objectively when, based on current information, the Group does not expect to collect the full amount due from the customer; and (2) an allowance for losses inherent in the remaining receivable portfolio based on historical activity and adjusting observable data for a group of financial assets to reflect current circumstances and adjusting observable data for a group of financial assets to reflect current circumstances.

(Loans)

Financial assets measured at amortized cost are initially measured at their fair value, and are subsequently measured at amortized cost using the effective interest method. Loans are classified as current and non-current based on the underlying maturity date or expected recovery date. Loans are classified as current when they become due or expected to be collected within one year or less.

Long-term loan receivables are due from employees and the Group and outstanding amounts of long-term loan receivables shall be offset by lump-sum payment in their retirement, therefore risk of bad debt allowance was estimated at extremely low.

Financial assets are derecognized when the contractual rights to cash flows from the financial assets expire, or when the contractual rights to receive the cash flows from the financial assets are transferred and all risks and rewards of ownership of the financial assets are substantially transferred.

(Cash and cash equivalents)

Cash and cash equivalents consist of cash on hand, demand deposits, and short-term highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. The Group includes all highly liquid debt instruments with original maturities of three months or less in cash equivalents.

2)  Non-derivative financial liabilities

Financial liabilities other than derivatives are initially measured at their fair value, and are subsequently measured at amortized cost using the effective interest method.

9

 

Financial liabilities are derecognized, when the obligations specified in the contract are discharged, canceled or expired.

(4)  Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories includes purchase costs and conversion costs, and it is determined principally by using the average cost method calculated using the actual capacity utilization. Conversion cost includes an appropriate share of production overheads on the normal operation capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(5)  Property, Plant and Equipment

Property, plant and equipment is measured based on the cost model and carried at its cost less accumulated depreciation and impairment losses.

Property, plant and equipment is initially measured at its cost. Subsequent expenditures on an item of property, plant and equipment acquired, are recognized in the carrying amount of the item, only when it is probable that the expenditure will generate a future economic benefit.

Depreciation of property, plant and equipment, except for land that is not subject to depreciation, is calculated on the straight-line method over the estimated useful life. The depreciable amount is the cost of the asset less the respective estimated residual values.

The estimated useful lives used in calculating depreciation of property, plant and equipment are mainly as follows:

·

Buildings and structures: 20 to 31 years

·

Machinery and vehicle: 3 to 17 years

·

Fixture and furniture: 2 to 20 years

The depreciation method, useful lives and residual values of property, plant and equipment are reviewed annually at each fiscal year end, and adjusted prospectively, if appropriate.

(6)  Intangible Assets

Intangible assets are measured based on the cost model and carried at their cost less accumulated amortization and impairment losses. Intangible assets are amortized using the straight-line method over their estimated useful lives. Intangible assets are mainly comprised of software for internal use and patents whose estimated useful lives are 5 years. The amortization method and useful lives of intangible assets are reviewed annually at each fiscal year end, and adjusted prospectively, if appropriate.

(Goodwill)

Goodwill arises as the result of business combinations where the fair value of the consideration transferred for an acquisition exceeds the fair value of the acquired assets and liabilities of the acquired entity. Goodwill is allocated to a cash generating unit that represents the lowest level at which the goodwill is monitored for internal management purposes, and that is not larger than an operating segment. The Company does not amortize goodwill in accordance with international accounting standards but a cash-generating unit to which goodwill has been allocated is tested for impairment annually, and whenever there is an indication that the unit may be impaired, by comparing the carrying amount of the unit, including the goodwill, with the recoverable amount of the unit. If the carrying amount of the unit exceeds the recoverable amount of the unit, the Company recognizes the impairment loss, first, by reducing the carrying amount of goodwill, and then other assets of the unit on the basis of the relative carrying amount of each asset in the unit. That reduction is an impairment loss.

10

 

(7)  Leases

An arrangement that is or contains a lease is determined based on the substance of the arrangement by assessment of whether the fulfillment of that arrangement depends on use of a specific asset or group of assets, and whether a right to use the asset is transferred under the arrangement.

When an arrangement is or contains a lease, the lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to the ownership, based on the substance of the arrangement. Leases other than finance lease are classified as operating lease.

(Lease as a lessee)

A leased asset and liability for the future lease payment under a finance lease are initially recognized at the lower of fair value of the leased asset or the present value of the minimum lease payments, each determined at inception of the lease. After the initial recognition, the leased asset is accounted for according to the accounting policies applied to the asset. Lease payments under a finance lease are apportioned between the finance cost and the reduction in the carrying amount of the liability. Lease payments under an operating lease are recognized as an expense on a straight-line basis over the lease term.

(8)  Impairment

At the end of the reporting period, the carrying amount of non-financial assets other than inventories and deferred tax assets (which are comprised mainly of equipment on operating leases, property, plant and equipment, and intangible assets) are assessed to determine whether or not there is any indication of impairment. If there is such an indication, the recoverable amount of such asset is estimated and compared with the carrying amount of the asset, as test of impairment.

The recoverable amount of an individual asset or cash-generating units is the higher of fair value less costs to sell and value in use. Value in use is determined as the present value of future cash flows expected to be derived from an asset or a cash-generating unit. A cash-generating unit is determined as the smallest identifiable group of assets that generate cash inflows which are largely independent of cash inflows from other assets or a group of assets. When it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is estimated.

When the carrying amount of an asset or a cash-generating unit exceeds the recoverable amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized in profit or loss. An impairment loss for a cash-generating unit is allocated to the assets on the basis of the relative carrying amount of each asset in the unit.

An impairment loss recognized for an asset or a cash-generating unit in prior period is reversed, if there is any indication that the impairment loss may have decreased or may no longer exist, and when the recoverable amount of the asset exceeds the carrying amount. If this is the case, the carrying amount of the asset is increased to its recoverable amount, but the increased carrying amount does not exceed the carrying amount (net of depreciation or amortization) calculated on the basis that no impairment loss had occurred in the prior period.

(9)  Provisions

Provisions are recognized when the Group has present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured based on the best estimate of expenditure required to settle the present obligation at the end of the reporting period. Where the effect of the time value of money is material, a provision is measured at the present value of the expenditures required to settle the obligation. In calculating the present value, a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the liability is used as the discount rate.

11

 

(10)  Employee Benefits

1)  Short-term employee benefits

For short-term employee benefits including salaries, bonuses and paid annual leave, when the employees render related services, the amounts expected to be paid in exchange for those services are recognized as expenses.

2)  Post-employment benefits

The Company and its subsidiaries have defined benefit plans.

(Defined benefit plans)

For defined benefit plans, the present value of defined benefit obligations less the fair value of plan assets is recognized as either liability or asset in the consolidated statements of financial position.

The present value of defined benefit obligations and service cost are principally determined for each plan using the projected unit credit method. The discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds that is consistent with the currency and estimated term of the post-employment benefit obligation. Net interest on the net defined benefit liability (asset) for the reporting period is determined by multiplying the net defined benefit liability (asset) by the discount rate.

Past service cost defined as the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment is recognized in profit or loss upon occurrence of the plan amendment or curtailment.

The Group recognizes the difference arising from remeasurement of present value of the defined benefit obligation and the fair value of the plan asset in other comprehensive income when it is incurred.

(Retirement benefits for directors)

Previously, in order to prepare for the payments of retirement benefits for directors, the Company reserved the amount required to be paid based on the internal rules of the Company as an allowance for directors’ retirement benefits. At the general meeting of shareholders during this fiscal year, it was resolved to terminate the retirement benefits for directors. As a result, the allowance for directors’ retirement benefits of 43 million yen was reclassified to other non-current liabilities.

(11)  Equity

Common share issued by the Company is classified as equity, and the proceeds from issuance of common share are included in common stock.

(12)  Revenue Recognition

The Company has adopted IFRS15 "Revenue from Contracts with Customers" from the fiscal year ended June 30, 2019. In accordance with the transitional provisions of IFRS 15, the Company has applied this standard retrospectively to contracts that are not completed as of the date of initial application (July 1, 2018) and recognize the cumulative effect of applying the standard as an adjustment to the opening retained earnings at the date of initial application. Accordingly, comparative information for the fiscal year ended June 30, 2018 is not restated. Instead, the Company has assessed the effect of applying IFRS 15 as a comparison between the reported results under the new standards and those that would have been reported under IAS 11, IAS 18 and related Interpretations that were in effect before the change in the fiscal year ended June 30, 2019, as a result the Company concluded that there were no significant effect by applying IFRS15.

12

 

As result of applying IFRS 15, the Company recognizes and measures revenue by applying the following five steps in accordance with the principles of IFRS 15.

Step 1: Identifying the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The business of the Company is composed of Sale of products and Sale of services as described in following:

(Sale of products)

Revenue from the sale of products is recognized upon the transfer of control to the customer, which is generally upon delivery. Delivery is considered complete at either the time of shipment or arrival at destination, based on the agreed upon terms within the contract. The amount of revenue can be measured reliably by sales agreements and/or invoices issued after completion of sales of products and no element of financing is deemed present as the Company’s payment terms for the standard products are typically 30 to 60 days. A receivable is recognized when the products are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. To account for sales of products with rights of return, the Group recognizes refund liabilities for products expected to be returned by deducting revenues. Estimated amounts of the refund liabilities are calculated based on available information at the end of the each reporting periods. As the Group possesses rights to recover products from customers when products are returned, the rights are recognized as assets by the carrying amounts of the products less any expected costs to recover those products. The Group recognizes contract liabilities if the Group receives consideration from a customer for which the Company has an obligation to transfer products or services to a customer.

(Sale of services)

Revenue from rendering of services is recognized by satisfying the performance obligation by the reference to the stage of completion of service transactions as the services have been rendered and the amount of revenue can be measured reliably by service agreements and/or invoices issued after completion of rendering services. Service revenue is generally recognized ratably over time or on an output method, as the customer simultaneously receives and consumes the benefit of these services as they are performed. Payments related to service may be made up front or proportionally over the contract term. Payment due or received from the customers prior to rendering the associated services are recorded as a contract liability.

(13)  Income Taxes

Income tax expenses are presented as the aggregate amount of current taxes and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss, except for the tax arising from a transaction which is recognized either in other comprehensive income or directly in equity.

Current taxes are measured at the amount expected to be paid to (or recovered from) the taxation authorities in respect of the taxable profit (or tax loss) for the reporting period, using the tax rates and tax laws enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the carrying amount of assets or liabilities in the consolidated statements of financial position and the tax base of the assets or liabilities and carry-forward of unused tax losses and tax credits. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses, and unused tax credits can be utilized.

13

 

Deferred tax liabilities for taxable temporary differences related to investments in subsidiaries are not recognized to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets for deductible temporary differences arising from investments in subsidiaries and affiliates, and interest in joint ventures are recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which they can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the assets are realized or the liabilities are settled, based on the tax rates and tax laws enacted or substantively enacted at the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities.

The Group reviews the carrying amount of deferred tax assets at the end of each reporting period, and reduces the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax assets to be utilized.

Deferred tax assets and deferred tax liabilities are offset, only when there is a legally enforceable right to offset current tax assets against current tax liabilities, and the same taxation authority levies income taxes either on the same taxable entity or on different taxable entity which intends either to settle current tax liabilities and assets on a net basis or to realize the assets and settle the liabilities simultaneously.

The Group recognizes the impact of tax positions in the consolidated financial statements, if any, based on the Group’s assessment of various factors including interpretations of tax law and prior experiences, when it is probable that the positions will be sustained upon examination by the taxation authorities. We believe that there is no impact of tax positions as of June 30, 2019 and 2018.

(14)  Earnings per Share

Basic earnings per share is calculated by dividing profit for the year attributable to shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share information is the same as earning per share information as the Company has not issued any potentially dilutive shares.

 

4.    Segment Information

The Group has one reportable segment based on the Group’s organizational structure and characteristics of products and services which is cryogenic vacuum pumps. Since the Company is not listed on any stock exchange markets, segment information is not required to disclose and description thereof is omitted.

 

5.    Cash and Cash Equivalents

Cash and cash equivalents as of June 30, 2019 and 2018 consist of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Cash and deposits

 

¥

1,816 

 

¥

1,234 

Total

 

¥

1,816 

 

¥

1,234 


*1   Fair value of cash and cash equivalent was estimated as approximately the value of their carrying amount and thus description of fair value of cash and cash equivalents was omitted.

 

14

 

6.    Trade and Other Receivables

Trade and other receivables as of June 30, 2019 and 2018 consist of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Trade accounts and notes receivable

 

 

 

 

 

 

Notes receivable

 

¥

97 

 

¥

182 

Accounts receivable

 

 

1,359 

 

 

2,240 

Electronically recorded monetary claims-receivables *1

 

 

2,093 

 

 

1,671 

Allowance for doubtful accounts

 

 

(18)

 

 

(19)

Total

 

¥

3,531 

 

¥

4,074 


Fair value of trade and other receivables was estimated as approximately the value of their carrying amount and thus description of fair value of trade and other receivables was omitted.

*1   Electronically recorded monetary claims-receivables are a means of settlement that have been created for the purpose of facilitating business operations’ financing activities by resolving the issues facing bills/notes receivable and nominative claims.

The description of the rights to claims is determined by entering an electronic record in the registry managed by an electronic monetary claim recording institution.

The changes in the allowance for doubtful accounts for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Balance at beginning of year

 

¥

(19)

 

¥

(60)

 

¥

(45)

Provision

 

 

 

 

41 

 

 

(13)

Charge-offs

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

(3)

 

 

(0)

 

 

(2)

Balance at end of year

 

¥

(18)

 

¥

(19)

 

¥

(60)

 

 

7.     Other current and non-current assets

Other current and non-current assets as of June 30, 2019 and 2018 consisted of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Advance payment

 

¥

27 

 

¥

59 

Prepaid expense

 

 

38 

 

 

51 

Insurance contract assets

 

 

233 

 

 

222 

Other

 

 

14 

 

 

Total

 

¥

312 

 

¥

332 

Current assets

 

¥

60 

 

¥

88 

Non-current assets

 

 

252 

 

 

244 

Total

 

¥

312 

 

¥

332 

 

 

15

 

8.    Other current financial assets and financial assets

Other current financial assets and financial assets as of June 30, 2019 and 2018 consist of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Guarantee deposits

 

¥

184 

 

¥

205 

Long-term loan receivables

 

 

65 

 

 

73 

Others

 

 

 

 

16 

Total

 

¥

255 

 

¥

294 

Current assets

 

¥

 

¥

16 

Non-current assets

 

 

250 

 

 

278 

Total

 

¥

255 

 

¥

294 

 

Guarantee deposits are initially measured at fair value and are subsequently measured at amortized cost using the effective interest method. These fair values were estimated close to their carrying amounts as approximate value. Other financial assets are measured at amortized cost.

Long-term loan receivables are due from employees and outstanding amounts of long-term loan receivables shall be offset by lump-sum payment in their retirement, therefore risk of bad debt allowance was estimated to be extremely low.

(Fair value of financial assets)

Material differences between carrying amount and fair value are identified only for the following assets:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Guarantee deposits

 

 

 

 

 

 

Carrying amount

 

¥

184 

 

¥

205 

Fair value

 

¥

180 

 

¥

201 

Long-term loan receivable

 

 

 

 

 

 

Carrying amount

 

¥

65 

 

¥

73 

Fair value

 

¥

67 

 

¥

74 

 

Fair value of financial assets was classified to level 3 of fair value hierarchy. Fair value was measured by discounting future cash flow from a contract of each financial asset. The discount rate was calculated by adopting capital asset pricing model which measured interest rates of profit before tax reflecting inherent risks specific for each financial asset and current market value as time value of money.

 

9.    Inventories

Inventories as of June 30, 2019 and 2018 consist of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Finished goods

 

¥

539 

 

¥

515 

Work in process

 

 

624 

 

 

510 

Raw materials

 

 

1,543 

 

 

1,387 

Total

 

¥

2,706 

 

¥

2,412 

 

Amounts reclassified to cost of goods sold from acquisition costs of inventories were ¥4,373 million, ¥4,925 million and ¥6,035 million for the years ended June 30, 2019, 2018 and 2017 respectively. In addition, the amount of write-down

16

 

of inventories recognized as an expense for the years ended June 30, 2019, 2018 and 2017 were ¥26 million, ¥24 million and ¥25 million respectively.

 

10.    Property, Plant and Equipment

The changes in cost, accumulated depreciation and impairment losses, and the carrying amounts of property, plant and equipment for the years ended June 30, 2019, 2018 and 2017 are as follows:

(Cost)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Buildings and
structures

    

Machinery and
vehicles

    

Fixture and
furniture

    

Construction
in progress

    

Total

Balance as of June 30, 2016

 

¥

596 

 

¥

1,200 

 

¥

493 

 

¥

12 

 

¥

2,301 

Additions *1

 

 

43 

 

 

204 

 

 

70 

 

 

82 

 

 

399 

Reclassification

 

 

— 

 

 

12 

 

 

 

 

(12)

 

 

Disposal

 

 

(22)

 

 

(21)

 

 

(54)

 

 

— 

 

 

(97)

Exchange differences on translating foreign operations

 

 

31 

 

 

46 

 

 

17 

 

 

 

 

96 

Balance as of June 30, 2017

 

¥

648 

 

¥

1,441 

 

¥

527 

 

¥

84 

 

¥

2,700 

Additions *1

 

 

458 

 

 

158 

 

 

63 

 

 

 

 

679 

Reclassification

 

 

— 

 

 

86 

 

 

— 

 

 

(86)

 

 

— 

Disposal

 

 

(64)

 

 

(30)

 

 

(20)

 

 

— 

 

 

(114)

Exchange differences on translating foreign operations

 

 

(3)

 

 

10 

 

 

 

 

 

 

12 

Balance as of June 30, 2018

 

¥

1,039 

 

¥

1,665 

 

¥

572 

 

¥

 

¥

3,277 

Additions *1

 

 

25 

 

 

129 

 

 

61 

 

 

 

 

218 

Reclassification

 

 

— 

 

 

— 

 

 

— 

 

 

(1)

 

 

(1)

Disposal

 

 

(4)

 

 

(58)

 

 

(20)

 

 

— 

 

 

(82)

Exchange differences on translating foreign operations

 

 

(43)

 

 

94 

 

 

(13)

 

 

— 

 

 

(150)

Balance as of June 30, 2019

 

¥

1,017 

 

¥

1,642 

 

¥

600 

 

¥

 

¥

3,262 


*1   Addition of property, plant and equipment included increase of other accounts payable related to facilities for the year ended June 30, 2019, 2018 and 2017.

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Increase of other accounts payable related to facilities

 

¥

84 

 

¥

 

¥

— 

Total

 

¥

84 

 

¥

 

¥

— 

 

17

 

(Accumulated depreciation and impairment losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Buildings and
structures

    

Machinery and
vehicles

    

Fixture and
furniture

    

Construction
in progress

    

Total

Balance as of June 30, 2016

 

¥

(299)

 

¥

(865)

 

¥

(411)

 

¥

— 

 

¥

(1,575)

Depreciation *2

 

 

(21)

 

 

(71)

 

 

(37)

 

 

— 

 

 

(129)

Disposal

 

 

20 

 

 

 

 

53 

 

 

— 

 

 

81 

Impairment losses

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

(10)

 

 

(33)

 

 

(13)

 

 

— 

 

 

(56)

Other

 

 

— 

 

 

(2)

 

 

— 

 

 

— 

 

 

(2)

Balance as of June 30, 2017

 

¥

(310)

 

¥

(963)

 

¥

(408)

 

¥

— 

 

¥

(1,681)

Depreciation *2

 

 

(26)

 

 

(104)

 

 

(43)

 

 

— 

 

 

(173)

Disposal

 

 

64 

 

 

27 

 

 

20 

 

 

— 

 

 

111 

Impairment losses

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

(4)

 

 

(3)

 

 

(4)

 

 

— 

 

 

(11)

Other

 

 

(1)

 

 

(3)

 

 

(0)

 

 

— 

 

 

(4)

Balance as of June 30, 2018

 

¥

(278)

 

¥

(1,045)

 

¥

(435)

 

¥

— 

 

¥

(1,758)

Depreciation *2

 

 

(41)

 

 

(116)

 

 

(46)

 

 

— 

 

 

(203)

Disposal

 

 

 

 

49 

 

 

19 

 

 

— 

 

 

71 

Impairment losses

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

10 

 

 

79 

 

 

 

 

— 

 

 

97 

Other

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Balance as of June 30, 2019

 

¥

(306)

 

¥

(1,033)

 

¥

(454)

 

¥

— 

 

¥

(1,794)

*2   Depreciation expenses were accounted for as cost of sales which was ¥144 million, ¥122 million and ¥91 million, as selling, general and administrative expenses which were ¥42 million, ¥36 million and ¥28 million, and as research and development expenses which were ¥17 million, ¥15 million and ¥10 million for the year ended June 30, 2019, 2018 and 2017, respectively.

(Carrying amount)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Buildings and
structures

    

Machinery and
vehicles

    

Fixture and
furniture

    

Construction
in progress

    

Total

Balance as of June 30, 2017

 

¥

338 

 

¥

478 

 

¥

119 

 

¥

84 

 

¥

1,019 

Balance as of June 30, 2018

 

¥

761 

 

¥

620 

 

¥

137 

 

¥

 

¥

1,519 

Balance as of June 30, 2019

 

¥

711 

 

¥

607 

 

¥

146 

 

¥

 

¥

1,468 

 

 

18

 

11.   Intangible Assets

(1)  Increase and decrease of intangible assets

The changes in cost, accumulated amortization and impairment losses, and carrying amounts of intangible assets for the years ended June 30, 2019, 2018 and 2017 are as follows:

(Cost)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Goodwill

    

Software

    

Patents

    

Other

    

Total

Balance as of June 30, 2016

 

¥

74 

 

¥

42 

 

¥

15 

 

¥

27 

 

¥

158 

Additions

 

 

— 

 

 

 

 

 

 

— 

 

 

14 

Exchange differences on translating foreign operations

 

 

— 

 

 

— 

 

 

— 

 

 

(3)

 

 

(3)

Other

 

 

— 

 

 

— 

 

 

— 

 

 

 

 

Balance as of June 30, 2017

 

¥

74 

 

¥

49 

 

¥

22 

 

¥

30 

 

¥

175 

Additions

 

 

— 

 

 

 

 

— 

 

 

 

 

10 

Sales or disposal

 

 

— 

 

 

(1)

 

 

— 

 

 

— 

 

 

(1)

Exchange differences on translating foreign operations

 

 

— 

 

 

 

 

— 

 

 

(2)

 

 

Other

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Balance as of June 30, 2018

 

¥

74 

 

¥

58 

 

¥

22 

 

¥

30 

 

¥

184 

Additions

 

 

— 

 

 

26 

 

 

— 

 

 

— 

 

 

26 

Sales or disposal

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

— 

 

 

 

 

— 

 

 

(1)

 

 

(0)

Other

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Balance as of June 30, 2019

 

¥

74 

 

¥

85 

 

¥

22 

 

¥

29 

 

¥

210 

 

(Accumulated amortization and impairment losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Goodwill

    

Software

    

Patents

    

Other

    

Total

Balance as of June 30, 2016

 

¥

— 

 

¥

(34)

 

¥

(8)

 

¥

 

¥

(42)

Amortization *1

 

 

— 

 

 

(2)

 

 

(4)

 

 

(2)

 

 

(8)

Exchange differences on translating foreign operations

 

 

— 

 

 

 

 

— 

 

 

— 

 

 

Balance as of June 30, 2017

 

¥

— 

 

¥

(36)

 

¥

(12)

 

¥

(2)

 

¥

(50)

Amortization *1

 

 

— 

 

 

(4)

 

 

(4)

 

 

(3)

 

 

(11)

Sales or disposal

 

 

— 

 

 

 

 

— 

 

 

— 

 

 

Exchange differences on translating foreign operations

 

 

— 

 

 

(1)

 

 

— 

 

 

 

 

Balance as of June 30, 2018

 

¥

— 

 

¥

(40)

 

¥

(16)

 

¥

(3)

 

¥

(59)

Amortization *l

 

 

— 

 

 

(6)

 

 

(1)

 

 

(2)

 

 

(9)

Sales or disposal

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

— 

 

 

(2)

 

 

— 

 

 

— 

 

 

(2)

Balance as of June 30, 2019

 

¥

— 

 

¥

(48)

 

¥

(17)

 

¥

(5)

 

¥

(70)

*1   Amortization expenses were accounted for as cost of sales which was ¥9 million and ¥11 million and ¥8 million for the year ended June 30, 2019, 2018 and 2017, respectively.

19

 

(Carrying amount)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Goodwill

    

Software

    

Patents

    

Other

    

Total

Balance as of June 30, 2017

 

¥

74 

 

¥

13 

 

¥

10 

 

¥

28 

 

¥

125 

Balance as of June 30, 2018

 

¥

74 

 

¥

18 

 

¥

 

¥

27 

 

¥

125 

Balance as of June 30, 2019

 

¥

74 

 

¥

37 

 

¥

 

¥

24 

 

¥

140 

 

(2)  Impairment test for goodwill

Goodwill was recognized when the Company acquired a cryostats (ultra-low temperature cooling devices) business from Iwatani Corporation in the year ended June 2014. Carrying amount of the goodwill was JPY74 million as of June 30, 2019 and 2018 and no impairment loss was recognized as a result of impairment test performed as of June 30, 2019, 2018 and 2017 respectively. The Company and its subsidiaries have only one business segment which is cryopumps business and three cash generating units are recognized for each group entities in line with the cryopumps business. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, and whenever there is an indication that the unit may be impaired, by comparing the carrying amount of the unit, including the goodwill, with the recoverable amount of the unit. If the carrying amount of the unit exceeds the recoverable amount of the unit, the Company recognizes the impairment loss, first, by reducing the carrying amount of goodwill, and then other assets of the unit on the basis of the relative carrying amount of each asset in the unit. The recoverable amount was estimated by using value in use of the Company which was valued based on 5‑year future business plan approved by management reflecting historical experience and other information gathered from outside environments. As a result of the impairment test, the estimated recoverable amount was substantially excess over the carrying amount of the unit, therefore, management believed that there was no case where the value in use became less than the carrying amount of the unit.

 

12.  Trade and Other Payables

Trade and other payables are classified as financial liabilities measured at amortized cost.

Trade and other payables as of June 30, 2019 and 2018 consist of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Notes payable

 

¥

1,405 

 

¥

1,262 

Accounts payable

 

 

361 

 

 

462 

Other

 

 

432 

 

 

345 

Total

 

¥

2,198 

 

¥

2,069 

 

 

13.  Financial Liabilities

(1)  Financial liabilities as of June 30, 2019 and 2018 consist of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Current:

 

 

 

 

 

 

Short-term loans payable *1

 

¥

— 

 

¥

495 

Lease obligation

 

 

— 

 

 

— 

Subtotal

 

 

— 

 

 

495 

Reclassification from non—current liabilities (Current portion)

 

 

 

 

Total

 

¥

 

¥

497 


20

 

*1   Short-term loans payable was held by the Company and its subsidiary. The Company and its subsidiary borrowed it from ULVAC Inc. for the purpose of working capital without any guarantee or collateral.

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Non-Current:

 

 

 

 

 

 

Lease obligation

 

¥

 

¥

Subtotal

 

 

 

 

Reclassification to current liabilities (Current portion)

 

 

 

 

Total

 

¥

 

¥

 

Repayment schedule of short-term payable is as follows:

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

 

    

June 30, 2019

    

June 30, 2018

    

Date for repayment

Short-term loans payable

 

¥

— 

 

¥

495 

 

Within 1 year after the end of each fiscal year

 

The weighted average of interest rates for financial liabilities presented in current liabilities as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

    

June 30, 2019

    

June 30, 2018

 

The Company

 

 

 

 

 

Short-term loans payable due to ULVAC Inc.

 

— 

%  

2.09 

%

 

Finance lease obligations as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Minimum lease payments

 

 

 

 

 

 

Within 1 year

 

¥

 

¥

1 year to 5 years

 

 

 

 

Carrying amount

 

¥

 

¥

 

The interest rate range and payment due date for financial liabilities presented in non-current liabilities (including reclassification to current liabilities) as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

    

June 30, 2019

    

June 30, 2018

Lease obligation

 

Interest rate: 8.00%
Due: 2019 – 2023

 

Interest rate: 8.00%
Due: 2018 – 2020

 

Sensitivity analysis is omitted because both short-term loans and lease obligation are fixed interest liabilities.

21

 

(2)  Fair value of financial liabilities

Financial liabilities are classified as financial liabilities measured at amortized cost.

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Short-term loans payable

 

 

 

 

 

 

Carrying amount

 

¥

— 

 

¥

495 

Fair value

 

¥

— 

 

¥

491 

Lease obligation (current)

 

 

 

 

 

 

Carrying amount

 

¥

 

¥

Fair value

 

¥

 

¥

 

 

 

 

 

 

 

 

 

    

Yen (millions)

 

 

June 30, 2019

    

June 30, 2018

Lease obligation (non-current)

 

 

 

 

 

 

Carrying amount

 

¥

 

¥

Fair value

 

¥

 

¥

 

Fair value of short-term loans payable and lease obligation was classified to level 3 of fair value hierarchy. Fair value was measured by discounting future cash flow from a contract of each financial liability. The discount rate was calculated by adopting capital asset pricing model which measured interest rates of profit before tax reflecting inherent risks specific for each financial liability and current market value as time value of money.

(3)  Changes in liabilities arising from financial activities

The components of increase and decrease in short-term loans payables are as follows:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Balance at beginning of year

 

495 

 

200 

 

100 

Proceeds from borrowing

 

400 

 

1,253 

 

350 

Repayment of short-term loan payable

 

(892)

 

(951)

 

(250)

Exchange difference of foreign operation

 

(3)

 

(7)

 

— 

Balance at end of year

 

— 

 

495 

 

200 

 

There are no outstanding balances of long-term loans payable or no material balances of lease obligations and long-term obligation to be disclosed, therefore a table of components of increase and decrease in such obligations is omitted.

 

22

 

14.  Provisions

The components of and changes in provisions for the year ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Warranty liability

    

Total

Balance as of June 30, 2016

 

¥

56 

 

¥

56 

Provision

 

 

59 

 

 

59 

Amounts used

 

 

(50)

 

 

(50)

Exchange differences on translating foreign operations

 

 

 

 

Balance as of June 30, 2017

 

¥

66 

 

¥

66 

Provision

 

 

49 

 

 

49 

Amounts used

 

 

(55)

 

 

(55)

Exchange differences on translating foreign operations

 

 

 

 

Balance as of June 30, 2018

 

¥

65 

 

¥

65 

Provision

 

 

62 

 

 

62 

Amounts used

 

 

(49)

 

 

(49)

Exchange differences on translating foreign operations

 

 

(1)

 

 

(1)

Balance as of June 30, 2019

 

¥

77 

 

 

77 

 

 

 

 

 

 

 

Current liabilities

 

 

39 

 

 

39 

Non-current liabilities

 

 

38 

 

 

38 

Total

 

¥

77 

 

 

77 

 

The Company and its subsidiaries recognize provisions for product warranties to cover future product warranty expenses. Provisions for product warranty are recognized by estimating future expenditures based principally on historical experience of warranty claims.

 

15.  Other current liabilities

Other current liabilities as of June 30, 2019 and 2018 consisted of the following:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Consumption tax payable

 

¥

96 

 

¥

35 

Interest payable

 

 

 

 

— 

Contract liabilities

 

 

 

 

— 

Deposit received

 

 

59 

 

 

108 

Others

 

 

22 

 

 

26 

Total

 

¥

187 

 

¥

169 

 

 

16.  Employee Benefits

(1)  Employee Benefits

1)  Short-term employee benefits

For short-term employee benefits including salaries, bonuses, when the employees render related services, the amounts expected to be paid in exchange for those services are recognized as expenses.

23

 

2)  Post-employment benefits

The Group has various pension plans including defined benefit plans covering substantially all of their employees in Japan and certain employees in foreign countries. The Company and its subsidiaries provide defined benefit pension plans. The Company and some of its subsidiaries have retirement benefit plans as well as lump-sum retirement benefit plans, in which the amount of benefits is determined based on the level of salary, service years, and other factors.

(Defined benefit plans)

For defined benefit plans, the present value of defined benefit obligations less the fair value of plan assets is recognized as either liability or asset in the consolidated statements of financial position.

The present value of defined benefit obligations and service cost are principally determined for each plan using the projected unit credit method. The discount rate is determined by reference to market yields at the end of the reporting period on high quality corporate bonds that are ranked at least AA. Net interest on the net defined benefit liability (asset) for the reporting period is determined by multiplying the net defined benefit liability (asset) by the discount rate.

Past service cost defined as the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment is recognized in profit or loss upon occurrence of the plan amendment or curtailment.

The Company revised its defined benefit plans during the fiscal year ended June 30, 2015 and calculation method of retirement lump sum payment was revised. Before the revision, retirement lump sum payment was calculated based on salaries in employee’s retirement by multiplying a fixed factor under the policy. The revised retirement lump sum payments are calculated based on accumulation of points acquired every year for rendering services from employees. Under this point system of retirement benefit, the point for each employee is determined by considering factors such as length of service, functional classification, labor grade and position of the employee. Employees earn their points during their services and they receive retirement lump sum payment which is calculated based on their total points by multiplying unit payment per point.

(Contribution of plan assets)

Basic policy of contribution of plan assets adopted by the Company and its subsidiary is that the contributed plan assets can cover future employee benefits for services rendered by employees as well as employee benefits for services rendered in the past. Under the policy, the Company in Japan contributes plan assets within the extent of deductible amounts for tax purpose.

24

 

3)  Defined benefit obligations

The changes in present value of defined benefit obligations and fair value of plan assets of the Group and certain of its consolidated subsidiaries for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

 

2019

 

2018

 

2017

 

    

Japanese
plans

    

Foreign
plans

    

Japanese
plans

    

Foreign
plans

    

Japanese
plans

    

Foreign
plans

Present value of defined benefit obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

¥

891 

 

 

190 

 

¥

857 

 

¥

177 

 

¥

796 

 

¥

131 

Current service cost *2

 

 

177 

 

 

92 

 

 

241 

 

 

86 

 

 

262 

 

 

68 

Interest cost

 

 

 

 

 

 

 

 

 

 

 

 

Remeasurements *1

 

 

14 

 

 

23 

 

 

11 

 

 

 

 

 

 

Benefits paid

 

 

(191)

 

 

(99)

 

 

(221)

 

 

(78)

 

 

(205)

 

 

(38)

Reclassification *3

 

 

(43)

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Exchange differences on translating foreign operations

 

 

— 

 

 

(11)

 

 

— 

 

 

 

 

— 

 

 

13 

Balance at end of year

 

¥

851 

 

 

200 

 

¥

891 

 

¥

190 

 

¥

857 

 

¥

177 

Fair value of plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

¥

179 

 

 

138 

 

¥

159 

 

¥

132 

 

¥

142 

 

¥

88 

Interest income

 

 

— 

 

 

 

 

— 

 

 

 

 

— 

 

 

Actual return on plan assets, excluding interest income

 

 

— 

 

 

(2)

 

 

— 

 

 

(2)

 

 

— 

 

 

— 

Employer contributions

 

 

19 

 

 

46 

 

 

20 

 

 

35 

 

 

20 

 

 

30 

Benefits paid

 

 

— 

 

 

(37)

 

 

(0)

 

 

(28)

 

 

(3)

 

 

Exchange differences on translating foreign operations

 

 

— 

 

 

(8)

 

 

— 

 

 

(3)

 

 

— 

 

 

12 

Balance at end of year

 

¥

198 

 

 

141 

 

¥

179 

 

¥

138 

 

¥

159 

 

¥

132 

Net defined benefit liabilities

 

¥

653 

 

 

59 

 

¥

712 

 

¥

52 

 

¥

698 

 

¥

45 


*1   Remeasurements arise primarily from changes in financial assumptions.

*2   Retirement benefits were accounted for as cost of sales which was ¥48 million, ¥51 million and ¥42 million for the year ended June 30, 2019, 2018 and 2017, respectively.

*3   The provision for directors’ retirement benefits, which was included in the retirement benefit liability, has been included in other non-current liabilities from this fiscal year because the amount has been fixed in accordance with termination of the retirement plan.

25

 

4)  Fair value of plan assets

The fair value of the Japanese and foreign pension plan assets by asset category as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

June 30, 2018

 

    

Japan

    

Foreign

    

Japan

    

Foreign

Active market with a quoted market price:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

¥

— 

 

¥

— 

 

¥

— 

 

¥

Bonds

 

 

— 

 

 

107 

 

 

— 

 

 

102 

Equity securities

 

 

— 

 

 

34 

 

 

— 

 

 

36 

Others

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Total

 

¥

— 

 

¥

141 

 

¥

— 

 

¥

138 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-active market:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

¥

— 

 

¥

— 

 

¥

— 

 

¥

— 

Bonds

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Equity securities

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Others *1,2

 

 

198 

 

 

— 

 

 

179 

 

 

— 

Total

 

¥

198 

 

¥

— 

 

¥

179 

 

¥

— 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

¥

 

 

¥

— 

 

¥

— 

 

¥

Bonds

 

 

 

 

 

107 

 

 

— 

 

 

102 

Equity securities

 

 

 

 

 

34 

 

 

— 

 

 

36 

Others

 

 

198 

 

 

— 

 

 

179 

 

 

— 

Total

 

¥

198 

 

¥

141 

 

¥

179 

 

¥

138 


*1   Fair value of plan assets belonging to the Company in Japan was included in other which was contributed to a financial institution named as Smaller Enterprise Retirement Allowance Mutual Aid.

*2   Other pension assets held by the Japan entity are financial assets which are managed by financial institutions as loan receivables.

5)  Actuarial assumptions

The significant actuarial assumptions used to determine the present value of defined benefit obligations as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

June 30, 2018

 

    

Japanese
plans

    

Foreign
plans

    

Japanese
plans

    

Foreign
plans

Discount rate

 

0.33%

 

2.17%

 

0.49%

 

3.09%

Rate of salary increase

 

3.00%

 

5.00%

 

3.20%

 

5.00%

 

26

 

6)  Sensitivity analysis

The effects on defined benefit obligations of 0.25% increase or decrease in the discount rate as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

June 30, 2018

 

    

Japan

    

Foreign

    

Japan

    

Foreign

0.25% decrease

 

14 increase

 

6 increase

 

12 increase

 

5 increase

0.25% increase

 

13 decrease

 

5 decrease

 

12 decrease

 

4 decrease

 

The effects on defined benefit obligations of 0.25% increase or decrease in rate of salary increase as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

June 30, 2018

 

    

Japan

    

Foreign

    

Japan

    

Foreign

0.25% decrease

 

7 decrease

 

5 decrease

 

6 decrease

 

4 decrease

0.25% increase

 

8 increase

 

6 increase

 

6 increase

 

5 increase

 

This sensitivity analysis shows changes in defined benefit obligations as of June 30, 2019 and 2018, as a result of changes in actuarial assumptions that the Group can reasonably assume. This analysis is based on provisional calculations, and thus actual results may differ from the analysis.

7)  Cash flow

The weighted average duration of defined benefit obligations as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

June 30, 2018

 

    

Japanese plans

    

Foreign plans

    

Japanese plans

    

Foreign plans

Weighted average duration of defined benefit obligations

 

9.5 years

 

11.3 years

 

9.3 years

 

9.6 years

 

The Group expects to contribute approximately ¥53 million to its defined benefit plans for the year ending June 30, 2020.

(2)  Personnel Expenses

Personnel expenses included in the consolidated statements of income for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Personnel expenses

 

¥

1,751 

 

¥

1,746 

 

¥

1,634 

 

Personnel expenses include salaries, bonuses, social security expenses and expenses related to post-employment benefits. Those expenses were accounted for as cost of sales, as selling, general and administrative expenses and as research and development expenses.

 

27

 

17.  Equity

(1)  Management of Capital

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence, and to sustain future development of the business. In order to achieve this, the Company finances its operations through equity financing from ULVAC, Inc. and Brooks Automation, Inc. and debt financing from ULVAC, Inc.

Financial liabilities and equity of the Group as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Debt financing from ULVAC, Inc.

 

¥

— 

 

¥

495 

Equity

 

¥

6,684 

 

¥

6,349 

 

(2)  Common Stock

The Company’s total number of shares authorized as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

Shares

 

    

June 30, 2019

    

June 30, 2018

Total number of authorized shares

 

 

 

 

Balance at end of year

 

400,000 

 

400,000 

Common shares, no par value

 

400,000 

 

400,000 

 

All of the issued shares as of June 30, 2019 and 2018 have been paid in full.

The Company’s total number of shares issued for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

Shares

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Total number of issued shares

 

 

 

 

 

 

Balance at beginning of year

 

100,000 

 

100,000 

 

100,000 

Changes during the year

 

— 

 

— 

 

— 

Balance at end of year

 

100,000 

 

100,000 

 

100,000 

 

(3)  Retained Earnings and Legal Reserves

Retained earnings and legal reserves consist of accumulated earnings. The Companies Act of Japan provides that earnings in an amount equal to 10% of cash dividends from retained earnings shall be appropriated as a capital reserve or a legal reserve on the date of distribution of retained earnings until an aggregated amount of capital reserve and legal reserve equals 25% of common stock. Legal reserves may be used upon approval of the General Meeting of Shareholders. Certain foreign consolidated subsidiaries are also required to appropriate their earnings under the laws of respective countries.

28

 

(4)  Accumulated Other Comprehensive Income

The changes in Accumulated Other Comprehensive Income for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Remeasurements of
defined benefit plans

    

Exchange differences
on translating foreign
operations

    

Total

Balance as of July 1, 2016

 

¥

(43)

 

¥

(235)

 

¥

(278)

Adjustment during the year

 

 

(3)

 

 

203 

 

 

200 

Balance as of June 30, 2017

 

¥

(46)

 

¥

(32)

 

¥

(78)

Adjustment during the year

 

 

(9)

 

 

(2)

 

 

(11)

Balance as of June 30, 2018

 

¥

(55)

 

¥

(34)

 

¥

(89)

Adjustment during the year

 

 

(26)

 

 

(190)

 

 

(216)

Balance as of June 30, 2019

 

¥

(81)

 

¥

(224)

 

¥

(305)

 

(5)  Other Comprehensive Income

Each component of other comprehensive income and related tax effect including non-controlling interests for the years ended June 30, 2019 and 2018, 2017 are as follows:

For the year ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Before tax

   

Tax benefit
(expenses)

    

Net of tax

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

Remeasurements of defined benefit plans

 

¥

(33)

 

 

 

 

(26))

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

(190)

 

 

— 

 

 

(190))

Total other comprehensive income

 

¥

(223)

 

 

 

 

(216))

 

For the year ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Before tax

   

Tax benefit
(expenses)

    

Net of tax

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

Remeasurements of defined benefit plans

 

¥

(13)

 

¥

 

¥

(9))

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

(2)

 

 

— 

 

 

(2)

Total other comprehensive income

 

¥

(15)

 

¥

 

¥

(11)

 

29

 

For the year ended June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Before tax

   

Tax benefit
(expenses)

    

Net of tax

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

Remeasurements of defined benefit plans

 

¥

(4)

 

¥

 

¥

(3))

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

203 

 

 

— 

 

 

203 

Total other comprehensive income

 

¥

199 

 

¥

 

¥

200 

 

(6)  Dividends from Retained Earnings

The Company distributes retained earnings within the available amount calculated in accordance with the Companies Act of Japan. The amount of retained earnings available for distribution is calculated based on the amount of retained earnings recorded in the Company’s non-consolidated accounting records prepared in accordance with accounting principles generally accepted in Japan.

1)  Dividend payout

The amounts recognized as dividends of retained earnings for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

For the year ended June 30, 2019

    

 

Type of shares

 

Common shares

Total amount of dividends

 

823,000,000 yen

Dividend per share

 

8,230 yen

Record date

 

June 30, 2018

Declaration date

 

September 19, 2018

 

 

 

 

For the year ended June 30, 2018

    

 

Type of shares

 

Common shares

Total amount of dividends

 

1,200,000,000 yen

Dividend per share

 

12,000 yen

Record date

 

June 30, 2017

Declaration date

 

September 14, 2017

 

 

 

 

For the year ended June 30, 2017

    

 

Type of shares

 

Common shares

Total amount of dividends

 

300,000,000 yen

Dividend per share

 

3,000 yen

Record date

 

June 30, 2016

Declaration date

 

September 14, 2016

 

2)  Dividends payable of which record date was in the year ended June 30, 2019, effective after the period

 

 

 

Type of shares

    

Common shares

Total amount of dividends

 

825,000,000 yen

Dividend per share

 

8,250 yen

Record date

 

June 30, 2019

Declaration date

 

September 19, 2019

 

30

 

Subsequent to June 30, 2019, dividends payable for the record date June 30, 2019 passed a resolution at the Company’s shareholder meeting on September 19, 2019. These dividends will be recorded in the fiscal year ending June 30, 2020.

 

18.  Sales Revenue

(1)  Disaggregation of revenue from contracts with customers

Significant amounts of revenues of the Group are revenue from contracts with customers, and based on the facts and circumstances unique to the contracts with customers, the revenues are sorted and categorized by types of transactions such as sales of products and sales of services.

Sales revenue for the years ended June 30, 2019, 2018 and 2017 consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Sales of products

 

¥

9,231 

 

¥

9,883 

 

¥

10,994 

Maintenance and other related services

 

 

496 

 

 

572 

 

 

645 

Total

 

¥

9,727 

 

¥

10,455 

 

¥

11,639 

 

Sales by products are not disclosed because the sales amount by products are not disclosed outside the financial statements or are not regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to each product line or assess their performance.

Sales revenue by location for the years ended June 30, 2019, 2018 and 2017 consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Japan

 

¥

5,781 

 

¥

4,555 

 

¥

4,655 

China

 

 

910 

 

 

903 

 

 

506 

Korea

 

 

2,266 

 

 

4,090 

 

 

5,889 

Taiwan

 

 

548 

 

 

645 

 

 

384 

Singapore

 

 

33 

 

 

77 

 

 

48 

Malaysia

 

 

12 

 

 

 

 

Thai

 

 

58 

 

 

71 

 

 

68 

United States of America

 

 

109 

 

 

83 

 

 

49 

Germany

 

 

 

 

17 

 

 

24 

Others

 

 

 

 

 

 

Total

 

¥

9,727 

 

¥

10,455 

 

¥

11,639 

 

(2)  Contract balances

The Group recognizes no contract assets since there is no transaction which brings the Group right to consideration in exchange for goods or services the Group has transferred to a customer, that is conditional on something other than the passage of time. On the other hand, contract liabilities are recognized for prepayment received from customers.

The balances of contract liabilities with customers were ¥9 million and nil as of June 30, 2019 and July 1, 2018 respectively and the balance is included and presented as Other current liabilities. Please see Note 15.

There was no significant change in contract liabilities in the current year.

31

 

(3)  Transaction price allocated to remaining performance obligation

There were no contracts with a service period of more than one year. The amount of transaction consideration allocated to remaining performance obligations as of June 30, 2019 was immaterial.

 

19.  Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended June 30, 2019, 2018 and 2017 respectively are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Salaries and bonuses

 

¥

583 

 

¥

605 

 

¥

537 

Service charges

 

 

418 

 

 

377 

 

 

367 

Executive salaries and bonuses

 

 

133 

 

 

99 

 

 

85 

Travel expenses

 

 

63 

 

 

66 

 

 

59 

Retirement benefits

 

 

41 

 

 

48 

 

 

55 

Rent

 

 

47 

 

 

46 

 

 

42 

Advertising

 

 

30 

 

 

58 

 

 

33 

Meals and entertainment

 

 

32 

 

 

47 

 

 

29 

Depreciation and amortization

 

 

41 

 

 

36 

 

 

28 

Communication and shipping expenses

 

 

17 

 

 

31 

 

 

25 

Office supplies

 

 

18 

 

 

27 

 

 

17 

Utilities

 

 

21 

 

 

20 

 

 

17 

Repairs and maintenance

 

 

10 

 

 

 

 

14 

Insurance

 

 

13 

 

 

16 

 

 

13 

Local taxes

 

 

11 

 

 

12 

 

 

12 

Other expenses

 

 

41 

 

 

(7)

 

 

41 

Total

 

¥

1,519 

 

¥

1,489 

 

¥

1,374 

 

 

20.  Research and development expenses

Research and development expenses for the year ended June 30, 2019, 2018 and 2017 respectively are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Salaries and bonuses

 

¥

176 

 

¥

161 

 

¥

147 

Retirement benefits

 

 

 

 

 

 

Rent

 

 

17 

 

 

16 

 

 

15 

Depreciation and amortization

 

 

17 

 

 

15 

 

 

10 

Office supplies

 

 

11 

 

 

 

 

Other expenses

 

 

174 

 

 

153 

 

 

123 

Total

 

¥

403 

 

¥

363 

 

¥

312 

 

 

32

 

21.  Finance Income and Finance Costs

Finance income and finance costs for the years ended June 30, 2019, 2018 and 2017 consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Interest income:

 

 

 

 

 

 

 

 

 

Financial assets not at fair value through profit or loss

 

¥

11 

 

¥

10 

 

¥

Interest expense:

 

 

 

 

 

 

 

 

 

Financial liabilities not at fair value through profit or loss

 

 

 

 

13 

 

 

Other, net:

 

 

 

 

 

 

 

 

 

Gains (losses) on foreign exchange

 

 

35 

 

 

41 

 

 

26 

Total

 

¥

39 

 

¥

38 

 

¥

32 

 

 

22.  Income Taxes

(1)  Income Tax Expense

Profit before income taxes and income tax expense for the years ended June 30, 2019 consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended June 30, 2019

 

    

Japan

    

Foreign

    

Total

Profit (loss) before income taxes

 

¥

1,854 

 

¥

144 

 

¥

1,998 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current taxes

 

 

498 

 

 

139 

 

 

637 

Deferred taxes

 

 

(12)

 

 

(1)

 

 

(13)

Total

 

¥

486 

 

¥

138 

 

¥

624 

 

Profit before income taxes and income tax expense for the years ended June 30, 2018 consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended June 30, 2018

 

    

Japan

    

Foreign

    

Total

Profit (loss) before income taxes

 

¥

682 

 

¥

1,389 

 

¥

2,071 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current taxes

 

 

307 

 

 

224 

 

 

531 

Deferred taxes

 

 

64 

 

 

 

 

66 

Total

 

¥

371 

 

¥

226 

 

¥

597 

 

Profit before income taxes and income tax expense for the years ended June 30, 2017 consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended June 30, 2017

 

    

Japan

    

Foreign

    

Total

Profit (loss) before income taxes

 

¥

801 

 

¥

2,160 

 

¥

2,961 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current taxes

 

 

428 

 

 

333 

 

 

761 

Deferred taxes

 

 

 

 

30 

 

 

37 

Total

 

¥

435 

 

¥

363 

 

¥

798 

 

The statutory income tax rate in Japan for the years ended June 30 2019, 2018 and 2017 was 34.1% and 34.1% and 34.3%, respectively. The foreign subsidiaries are subject to taxes based on income at rates ranging from 16.4% to 25.2%.

33

 

The Japanese statutory income tax rate for the years ended June 30, 2019, 2018 and 2017 differs from the average effective tax rate for the following reasons:

 

 

 

 

 

 

 

 

 

 

For the year ended June 30,

 

 

    

2019

    

2018

    

2017

 

Statutory income tax rate

 

34.1 

%  

34.1 

%  

34.3 

%

Effects of income and expense not taxable and deductible for tax purpose

 

(1.3)

 

(0.6)

 

(3.8)

 

Differences in applicable tax rates of subsidiaries

 

(3.2)

 

(5.5)

 

(7.0)

 

Adjustments for the changes in income tax laws

 

— 

 

— 

 

— 

 

Changes in tax effects of undistributed profit of overseas subsidiaries

 

0.2 

 

0.6 

 

2.1 

 

Other

 

1.4 

 

0.1 

 

1.4 

 

Average effective tax rate

 

31.2 

%  

28.7 

%  

27.0 

%

 

(2)  Deferred Tax Assets and Deferred Tax Liabilities

The components by major factor in deferred tax assets and deferred tax liabilities as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended June 30, 2019

 

 

Deferred tax assets (liabilities)

 

    

June 30, 2018

    

Increase/
Decrease

    

June 30, 2019

Description

 

 

 

 

 

 

 

 

 

Deferred income tax assets due to temporary differences:

 

 

 

 

 

 

 

 

 

Inventories

 

¥

21 

 

¥

 

¥

28 

Accrued expenses

 

 

17 

 

 

21 

 

 

38 

Provisions

 

 

69 

 

 

(18)

 

 

51 

Property, plant and equipment

 

 

 

 

 

 

Retirement benefit liabilities

 

 

193 

 

 

15 

 

 

208 

Others

 

 

 

 

 

 

Total

 

¥

303 

 

¥

27 

 

¥

330 

Deferred income tax liabilities due to temporary differences:

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

¥

(44)

 

¥

(5)

 

¥

(49)

Intangible assets

 

 

(21)

 

 

(4)

 

 

(25)

Fair value of plan assets

 

 

— 

 

 

— 

 

 

— 

Subsidiary retained earnings

 

 

(129)

 

 

(4)

 

 

(133)

Total

 

 

(194)

 

 

(13)

 

 

(207)

Net deferred tax assets (liabilities)

 

¥

109 

 

¥

14

 

¥

123 

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended June 30, 2018

 

 

Deferred tax assets (liabilities)

 

    

June 30, 2018

    

Increase/
Decrease

    

June 30, 2018

Description

 

 

 

 

 

 

 

 

 

Deferred income tax assets due to temporary differences:

 

 

 

 

 

 

 

 

 

Inventories

 

¥

23 

 

¥

(2)

 

¥

21 

Accrued expenses

 

 

40 

 

 

(23)

 

 

17 

Provisions

 

 

58 

 

 

11 

 

 

69 

Property, plant and equipment

 

 

 

 

 

 

Retirement benefit liabilities

 

 

201 

 

 

(8)

 

 

193 

Others

 

 

10 

 

 

(9)

 

 

Total

 

¥

334 

 

¥

(31)

 

¥

303 

Deferred income tax liabilities due to temporary differences:

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

¥

(35)

 

¥

(9)

 

¥

(44)

Intangible assets

 

 

(16)

 

 

(5)

 

 

(21)

Fair value of plan assets

 

 

(1)

 

 

 

 

— 

Subsidiary retained earnings

 

 

(116)

 

 

(13)

 

 

(129)

Total

 

 

(168)

 

 

(26)

 

 

(194)

Net deferred tax assets (liabilities)

 

¥

166 

 

¥

(57)

 

¥

109 

 

The Group considers the probability that a portion of, or all the deductible temporary differences can be utilized against future taxable profits in the recognition of deferred tax assets. In assessing recoverability of deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable profit and tax planning strategies. Based upon the level of historical taxable profit and projections for future taxable profit over the periods for which the deferred tax assets are deductible, management believes it is probable that the Group will utilize the benefits of these deferred tax assets as of June 30, 2019 and 2018. Uncertainty of estimates of future taxable profit could increase due to changes in the economic environment surrounding the Group, effects by market conditions, effects of currency fluctuations or other factors.

 

23.  Earnings Per Share

Earnings per share attributable to shareholders of the Company for the years ended June 30, 2019, 2018 and 2017 are calculated based on the following information. There were no potentially dilutive common shares outstanding for the years ended June 30, 2019, 2018 and 2017.

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Profit for the year attributable to shareholders of the Company (millions of yen)

 

¥

1,374 

 

¥

1,474 

 

¥

2,163 

Weighted average number of common shares outstanding, basic (shares)

 

 

100,000 

 

 

100,000 

 

 

100,000 

Basic earnings per share attributable to shareholders of the Company (yen)

 

¥

13,742 

 

¥

14,745 

 

¥

21,635 

 

 

24.  Financial Risk Management

(1)  Risk Management

The Company and its subsidiaries have manufacturing operations in Japan, Korea and China and sells products and components to these locations. In the course of these activities, the Company and its subsidiaries hold trade receivables arising from business activities, trade payables and financial liabilities, and are thus exposed to credit risk and liquidity risk associated with the holding of such financial instruments. The Group has no derivatives for hedging any risks.

35

 

These risks are evaluated by the Group through periodic monitoring.

(2)  Market Risk

The Group is exposed to the risk that the fair value or future cash flows of a financial instrument fluctuates because of changes in foreign currency exchange rates.

The Group has manufacturing operations throughout Asia and exports products and components to various countries. The Group purchases materials and components and sells its products and components in foreign currencies. Therefore, currency fluctuations may affect the Group’s profit and the value of the financial instruments it holds.

(Foreign currency sensitivity analysis)

For financial assets held by the Group and its subsidiaries as of June 30, 2019 and 2018, the impact to profit before income taxes on the consolidated statements of income would be as follows if the foreign currencies other than functional currency were to increase by 10%. Impact from translation of functional currencies denominated financial instruments, and assets, liabilities and income, expenses of foreign operations were not included. In addition, it was assumed that foreign currencies other than currencies used in this estimation were not changed.

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Profit before income taxes

 

¥

62 

 

¥

(47)

 

(3)  Credit Risk

The Company and its subsidiaries are exposed to the risk that one party to a financial instrument causes a financial loss for the other party by failing to discharge an obligation. The Company reduces the risk of financial assets in accordance with credit administration rules such as obtaining valuation reports of counter-parties from outside research institutions and historical collection records.

(Maximum exposure to credit risk)

The maximum value of the exposure to credit risk at the balance sheet date of the reporting period is the carrying value of the financial assets of the Company and its consolidated subsidiaries.

(Concentration of credit risk)

20.5% and 20.6% of trade and other receivables were for a specific major customer as of June 30, 2019 and 2018 respectively.

(4)  Liquidity Risk

One of subsidiaries raises funds by bank loans. The subsidiary is exposed to the liquidity risk that the subsidiary would not be able to repay liabilities on the due date due to the deterioration of the financing environment.

Exposure to liquidity risk is managed by maintaining sufficient capital resources, a sufficient level of liquidity and a sound balance sheet. The subsidiary meets its working capital targets primarily through cash generated by business operations and bank loans.

36

 

(Maturity analysis of financial liabilities)

Non-derivative financial liabilities by maturity as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

As of June 30, 2019

    

Carrying
Amount

    

Within
1 year

    

Between 1 and
5 years

    

Later than
5 years

    

Total contractual
cash flows

Trade payables

 

¥

2,198 

 

¥

2,198 

 

¥

— 

 

¥

— 

 

¥

2,198 

Financial liabilities

 

 

 

 

 

 

— 

 

 

— 

 

 

Accrued expenses

 

 

87 

 

 

87 

 

 

— 

 

 

— 

 

 

87 

Total

 

¥

2,309 

 

¥

2,309 

 

¥

— 

 

¥

— 

 

¥

2,309 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

As of June 30, 2018

    

Carrying
Amount

    

Within
1 year

    

Between 1 and
5 years

    

Later than
5 years

    

Total contractual
cash flows

Trade payables

 

¥

2,069 

 

¥

2,069 

 

¥

— 

 

¥

— 

 

¥

2,069 

Financial liabilities

 

 

497 

 

 

508 

 

 

 

 

— 

 

 

508 

Accrued expenses

 

 

86 

 

 

86 

 

 

— 

 

 

— 

 

 

86 

Total

 

¥

2,652 

 

¥

2,663 

 

¥

 

¥

— 

 

¥

2,663 

 

(5)  Fair Value

1)  Definition of Fair Value Hierarchy

The Group uses a three-level hierarchy when measuring fair value. The following is a description of the three hierarchy levels:

Level 1  Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access as of the measurement date

Level 2  Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly

Level 3  Unobservable inputs for the assets or liabilities

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest input that is significant to the fair value measurement in its entirety. The Company and its subsidiaries recognize the transfers between the levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. There was no transfer occurred as of June 30, 2019 or 2018.

2)  Method of Fair Value Measurement

The fair values of assets and liabilities are determined based on relevant market information and through the use of an appropriate valuation method.

The measurement methods and assumptions used in the measurement of assets and liabilities are as follows:

(Cash and cash equivalents)

The fair values approximate their carrying amounts due to their short-term maturities.

(Trade and other receivables and trade and other payables)

The fair values approximate their carrying amounts due to their short-term maturities.

37

 

(Financial assets and liabilities)

Fair value of financial assets was described in Note 8 and fair value of financial liabilities was described in Note 13.

 

25.  Commitments and Contingent Liabilities

(Non-cancellable lease commitments)

The Group is the lessee under several operating leases, primarily for factories and other facilities, and certain office equipment.

Future minimum lease payments under non-cancelable operating leases that have initial or remaining lease terms in excess of one year as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Within 1 year

 

¥

131 

 

¥

118 

Between 1 and 5 years

 

 

89 

 

 

140 

Later than 5 years

 

 

— 

 

 

— 

Total

 

¥

220 

 

¥

258 

 

Lease payments under operating leases recognized as expenses for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Lease payments under operating leases recognized as expenses

 

¥

128 

 

¥

145 

 

¥

137 

 

 

26.  Related Parties

(1)  Related Party Transactions

The Company and its subsidiaries mainly purchase materials, supplies and services from entities with joint control of the Company and other related parties, and sells finished goods, parts used in its products, and equipment to them in the ordinary course of business. Related party transactions are structured with similar terms and conditions for similar transactions made with other third parties in our normal course of business.

38

 

The balances of financial assets and liabilities as of June 30, 2019 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Trade and other
receivables

    

Guarantee
deposits

    

Trade and
other payables

    

Short-term
loans payable

    

Allowance for
doubtful
accounts

ULVAC group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ULVAC, Inc.

 

¥

288 

 

 

150 

  

 

40 

 

 

— 

 

 

ULVAC (SHANGHAI) TRADING CO., LTD

 

 

150 

 

 

— 

 

 

 

 

— 

 

 

— 

ULVAC (SUZHOU) CO., LTD.

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Ulvac Opto-electronics Thinfilm Technology (Shenzhen) Co., Ltd.

 

 

 

 

 

 

 

 

 

— 

 

 

— 

ULVAC KOREA CO., LTD.

 

 

87 

 

 

— 

 

 

 

 

— 

 

 

UF TECH CO., LTD.

 

 

— 

 

 

— 

 

 

27 

 

 

— 

 

 

— 

Others

 

 

 

 

— 

 

 

 

 

— 

 

 

— 

Sub-total

 

 

533 

 

 

150 

 

 

85 

 

 

— 

 

 

Brooks Automation, Inc.

 

 

23 

 

 

— 

 

 

33 

 

 

— 

 

 

Total

 

¥

556 

 

 

150 

 

 

118 

 

 

— 

 

 

 

The amounts of the transactions with related parties for the years ended June 30, 2019 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Sales
revenue

    

Purchase

    

Commission
fee *1

    

Rent *2

    

Provision
of
allowance for
doubtful
accounts

    

Interest
expense *3

ULVAC group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ULVAC, Inc.

 

¥

469 

 

 

24 

  

 

126 

 

 

34 

 

 

 

 

ULVAC (SHANGHAI) TRADING CO., LTD

 

 

774 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC (SUZHOU) CO., LTD.

 

 

48 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Ulvac Opto-electronics Thinfilm Technology (Shenzhen) Co., Ltd.

 

 

21 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC KOREA CO., LTD.

 

 

1,709 

 

 

13 

 

 

— 

 

 

— 

 

 

(2)

 

 

— 

UF TECH CO., LTD.

 

 

— 

 

 

118 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Others

 

 

 

 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Sub-total

 

 

3,025 

 

 

160 

 

 

126 

 

 

34 

 

 

(2)

 

 

Brooks Automation, Inc.

 

 

85 

 

 

 

 

145 

 

 

— 

 

 

 

 

— 

Total

 

¥

3,110 

 

 

165 

 

 

271 

 

 

34 

 

 

(2)

 

 


*1   Commission fee is paid in accordance with contracts entered into among related parties and calculated based on sales volume of each fiscal year.

*2   Rent is paid in accordance with an office rent agreement between the Company and ULVAC, Inc.

*3   Interest expense occurs in accordance with loan agreements entered into between the Company and ULVAC, Inc. and details are described in Note13 Financial Liabilities.

39

 

The balance of financial assets and liabilities as of June 30, 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Trade and other
receivables

    

Guarantee
deposits

    

Trade and
other payables

    

Short-term
loans payable

    

Allowance for
doubtful
accounts

ULVAC group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ULVAC, Inc.

 

¥

18 

 

¥

150 

 

¥

439 

 

¥

495 

 

¥

ULVAC (SHANGHAI) TRADING CO., LTD

 

 

225 

 

 

— 

 

 

 

 

— 

 

 

— 

ULVAC (SUZHOU) CO., LTD.

 

 

76 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC KOREA CO., LTD.

 

 

836 

 

 

— 

 

 

19 

 

 

— 

 

 

UF TECH CO., LTD.

 

 

— 

 

 

— 

 

 

37 

 

 

— 

 

 

— 

Others

 

 

 

 

— 

 

 

 

 

— 

 

 

— 

Sub-total

 

 

1,159 

 

 

150 

 

 

497 

 

 

495 

 

 

Brooks Automation, Inc.

 

 

28 

 

 

— 

 

 

30 

 

 

— 

 

 

Total

 

¥

1,187 

 

¥

150 

 

¥

527 

 

¥

495 

 

¥

 

The amounts of the transactions with related parties for the years ended June 30, 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Sales
revenue

    

Purchase

    

Commission
fee *1

    

Rent *2

    

Provision
of
allowance
for
doubtful
accounts

    

Interest
expense *3

ULVAC group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ULVAC, Inc.

 

¥

892 

 

¥

31 

  

¥

67 

 

¥

34 

 

¥

(8)

 

¥

ULVAC (SHANGHAI) TRADING CO., LTD

 

 

750 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC (SUZHOU) CO., LTD.

 

 

178 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC KOREA CO., LTD.

 

 

2,740 

 

 

45 

 

 

— 

 

 

— 

 

 

(9)

 

 

— 

UF TECH CO., LTD.

 

 

— 

 

 

132 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Others

 

 

15 

 

 

11 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Sub-total

 

 

4,575 

 

 

219 

 

 

67 

 

 

34 

 

 

(17)

 

 

Brooks Automation, Inc.

 

 

73 

 

 

 

 

122 

 

 

— 

 

 

(0)

 

 

— 

Total

 

¥

4,648 

 

¥

224 

 

¥

189 

 

¥

34 

 

¥

(17)

 

¥


*1   Commission fee is paid in accordance with contracts entered into among related parties and calculated based on sales volume of each fiscal year.

*2   Rent is paid in accordance with an office rent agreement between the Company and ULVAC, Inc.

*3   Interest expense occurs in accordance with loan agreements entered into between the Company and ULVAC, Inc. and details are described in Note13 Financial Liabilities.

40

 

The balance of financial assets and liabilities as of June 30, 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Trade and other
receivables

    

Guarantee
deposits

    

Trade and
other payables

    

Short-term
loans payable

    

Allowance for
doubtful
accounts

ULVAC group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ULVAC, Inc.

 

¥

651 

 

¥

150 

  

¥

31 

 

¥

200 

 

¥

ULVAC (SHANGHAI) TRADING CO., LTD

 

 

88 

 

 

— 

 

 

 

 

— 

 

 

— 

ULVAC (SUZHOU) CO., LTD.

 

 

52 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC. ORIENT (CHENGDU) CO., LTD.

 

 

48 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC KOREA CO., LTD.

 

 

644 

 

 

— 

 

 

19 

 

 

— 

 

 

— 

UF TECH CO., LTD.

 

 

— 

 

 

— 

 

 

22 

 

 

— 

 

 

12 

Others

 

 

 

 

— 

 

 

 

 

— 

 

 

— 

Sub-total

 

 

1,484 

 

 

150 

 

 

80 

 

 

200 

 

 

20 

Brooks Automation, Inc.

 

 

12 

 

 

— 

 

 

24 

 

 

— 

 

 

Total

 

¥

1,496 

 

¥

150 

 

¥

104 

 

¥

200 

 

¥

20 

 

The amounts of the transactions with related parties for the years ended June 30, 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

Sales
revenue

    

Purchase

    

Commission
fee *1

    

Rent *2

    

Provision
of allowance
for doubtful
accounts

    

Interest
expense *3

ULVAC group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ULVAC, Inc.

 

¥

1,323 

 

¥

15 

  

¥

93 

 

¥

33 

 

¥

 

¥

ULVAC (SHANGHAI) TRADING CO., LTD

 

 

332 

 

 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC (SUZHOU) CO., LTD.

 

 

78 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC ORIENT (CHENGDU) CO., LTD

 

 

40 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

ULVAC KOREA CO., LTD.

 

 

5,184 

 

 

 

 

27 

 

 

— 

 

 

(5)

 

 

— 

UF TECH CO., LTD.

 

 

— 

 

 

190 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Others

 

 

12 

 

 

 

 

— 

 

 

— 

 

 

— 

 

 

— 

Sub-total

 

 

6,969 

 

 

218 

 

 

120 

 

 

33 

 

 

 

 

Brooks Automation, Inc.

 

 

30 

 

 

 

 

118 

 

 

— 

 

 

 

 

— 

Total

 

¥

6,999 

 

¥

222 

 

¥

238 

 

¥

33 

 

¥

 

¥


*1   Commission fee is paid in accordance with contracts entered into among related parties and calculated based on sales volume of each fiscal year.

*2   Rent is paid in accordance with an office rent agreement between the Company and ULVAC, Inc.

*3   Interest expense occurs in accordance with loan agreements entered into between the Company and ULVAC, Inc. and details are described in Note13. Financial Liabilities.

41

 

(2)  Compensation to Key Management

Compensation paid and accrued to the directors and Audit & Supervisory Board Members of the Company for the years ended June 30, 2019, 2018 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Yen (millions)

 

 

For the year ended June 30,

 

    

2019

    

2018

    

2017

Amounts paid:

 

 

 

 

 

 

 

Remuneration

 

¥

92 

 

¥

64 

 

¥

63 

Bonus

 

 

36 

 

 

23 

 

 

30 

Total

 

¥

128 

 

¥

87 

 

¥

93 

Amounts accrued expenses:

 

 

 

 

 

 

 

 

 

Bonus

 

 

40 

 

 

34 

 

 

23 

Retirement benefit

 

 

 

 

14 

 

 

25 

Total

 

¥

41 

 

¥

48 

 

¥

47 

 

Audit & Supervisory Board Members refer to an organization hired to audit the execution of duties by directors of the Company as prescribed by the Japanese Companies Act.

Outstanding balances of unsettled compensation to the directors and Audit & Supervisory Board Members of the Company as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

 

Yen (millions)

 

    

June 30, 2019

    

June 30, 2018

Accrual for directors and Audit & Supervisory Board Members’ bonuses

 

¥

40 

 

¥

34 

Accrual for directors and Audit & Supervisory Board Members’ retirement benefits

 

 

44 

 

 

78 

Total

 

¥

84 

 

¥

112 

 

(3) Consolidated Subsidiaries

Consolidated subsidiaries as of June 30, 2019 and 2018 are as follows:

 

 

 

 

 

 

 

 

Company

    

Country of
Incorporation

    

Function

    

Percentage Ownership
and Voting Interest

Ulvac Cryogenics Korea Incorporated

 

Korea

 

Manufactures, sales, and maintenance of cryopumps

 

100.0

Ulvac Cryogenics (Ningbo) Incorporated

 

China

 

Manufactures, sales, and maintenance of cryopumps

 

100.0

 

 

27.  Approval of Release of Consolidated Financial Statements

The release of the consolidated financial statements was approved by, President, Chief Executive Officer and Representative Director and Director and Chief Operating Officer for Business Management Operations on November 8, 2019.

 

42