BUSINESS REPORT (Excerpts) DAI NIPPON CONSTRUCTION (DNC) (April 1, 2008 March 31, 2009)

Transcription

1 1. Overview of the operation (1) Business Progress and Achievements <Business Performance of DNC> BUSINESS REPORT (Excerpts) DAI NIPPON CONSTRUCTION (DNC) (April 1, 2008 March 31, 2009) While the Japanese economy in the first half of this term maintained good form following the trend of the previous year, it faced the economic crisis triggered by the financial crisis in the US in the second half. Export-oriented industries, such as the automobile and electrical industries in particular, were forced to massively scale down their production. The resulting closure of production bases, freezing of investment in plant and equipment and employment adjustment led to a large drop of the GDP, creating an extremely serious situation. The construction industry in the first half enjoyed generally favourable business conditions due to active investment in plant and equipment by private enterprises and the buoyant real estate sector reflecting the strong global economy led by China even though there was a sense of anxiety regarding the high level of steel and other raw material prices in general and the oil price hike in particular. The situation changed completely in the second half as a result of the global economic crisis and the business environment for the construction industry rapidly worsened because of the freezing or substantial reduction of investment in plant and equipment and a series of bankruptcies involving real estate developers. Under these circumstances, DNC made conscious efforts to boost the incoming orders and profit with all employees of the company working hard to raise the level of stakeholder satisfaction, including that of clients, through the strict observance of the rules to ensure the construction of safe and reliable buildings and structures. Based on thee efforts, DNC achieved the following results for the term. In the first place, the total amount of orders was 76.3 billion yen, the amounts of 76.1 billion yen for construction section and 0.1 billion yen for development section, an increase of 15.9 % over the last term. Civil engineering works and construction works account for 45.9 % and 54.1 % of the orders for construction section respectively by type of works, while public agencies 46.3 % and private enterprises 53.7 % by type of order issuing parties. In the second place, the sales amount stood at 67.8 billion yen including 67.6 billion yen of completed works and 0.1 billion of the sales amount of development works, decrease of 19.2 % over the last term % of the amount of completed works was for civil engineering and 46.8 % was for building construction % came from public agencies and 48.7 % was from private enterprises. As a result, the amount of work carried forward was 97.8 billion, a 9.5 % increase compared to the previous year. The size of the operating profit of 300 million was a decline of 74.1% compared to the previous term. This result was caused by the falling turnover and drop of the gross 1

2 . profit margin rate. With the inclusion of the non-operating balance and special income or losses, the net profit for the term was 500 million which represented a 49.7% decline on the previous term. Note: All figures in the above text ignore any fractional sum of less than one hundred million. <Amounts of orders received and sales during this term and backlog carried over to the next term> (unit: million yen) Division Carry-over from the Previous Term Orders for the Current Term 2 Sales for the Current Term Carry-forward to the Next Term Construction Div. Civil Engineering 53,530 34,975 36,031 52,474 Building work 35,817 41,216 31,656 45,376 Sub Total 89,347 76,191 67,688 97,850 Development Div Total 89,347 76,348 67,845 97,850 Note: All figures in the above text ignore any fractional sum of less than one million. (2) Tasks to be dealt with by the Company Although there are expectations of economic stimulus measures by the government in the face of the global economic crisis, the business environment for the construction industry is likely to see a contraction of the overall market due to the significant fall of private sector investment in plant and equipment and the resulting intensification of competition. In the face of such a business environment, DNC is determined to proceed with the further enhancement of staff awareness so that every employee can challenge something new with a sense of crisis and ingenuity. Meanwhile, DNC as a whole will strive to achieve the strict enforcement of compliance and a swift and precise response to the changing business conditions. The year 2009 is set as the year of the start towards new growth and strenuous efforts will be made to strengthen the earning power though the expansion and upgrading of the technical department, development and further nurturing of areas of specialty and thorough cost reduction. (3) Transition of operating results and condition of properties including past three years (unit: million yen) Division 63 rd Term 64 th Term 65th Term 66th Term (Current) Orders received 79,438 71,208 65,865 76,348 Sales 73,298 80,042 83,969 67,845 Ordinary profit or loss 1,309 1,136 1, Profit for the current term 1,241 1,007 1, Per-share profit for the current term (sen) (sen) (sen) (sen) Total Assets 69,785 81,426 74,770 66,477 Net Assets 9,854 10,825 11,440 11,849 (Note) 1. Amounts are shown, discarding fractions less than 1 million yen. 2, Net profit for the term is calculated by dividing the net profit for the term before discarding fractions by the average number of outstanding shares during the term. (counting fractions over half sen as 1 sen and disregarding the rest)

3 (4) Main Lines of Business The company, which obtained a license from the Minister of Land, Infrastructure and Transport ---(Special 19) No as a specified construction company in compliance with the Construction Business Act, conducts civil engineering and building works and other operations related thereto. The company, which also obtained a license from the Minister of Land, Infrastructure and Transport (12) No. 802 as a housing land and structure business company, conducts real estate business, including development of housing land and condominiums. (5) Major Borrowing Organization (as of March 31, 2009) There is no pertinent matters. (6) Situation of senior company and major subsidiaries The Company became subsidiary of NIPPO Corporation in March, 2003, from which the orders are received for works and, on the other hand, orders for some of the works that the Company undertakes are issued to that corporation and its group companies. Furthermore, as a result of the Company having become a subsidiary of that corporation, the Company entered the industrial group of Nippon Oil Corporation. There is no single subsidiary that has any major affect on our business. (7) Principal Offices and Employee Status (as of March 31, 2009) (i) Principal Offices Legal Head Office: Usa-Minami, Gifu City, Gifu, Japan Tokyo Main Office: , Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan Branch Office: Hokkaido (Sapporo), Tohoku (Sendai), Chiba, Tokyo, Yokohama, Nagoya, Hokuriku (Niigata), Osaka, Chugoku (Hiroshima), Shikoku (Takamatsu), Kyushu (Fukuoka), and International Division (Toshima-ku, Tokyo) Operation offices in Japan: Aomori and 12 other places Operation offices Overseas: Cairo (Egypt) and other 4 places (ii) Employee Status Up (Down) vs. Average Years No. of Employee Average Age March 31, 2007 of Service 682 persons Down 13 persons 46.3 years 22.3 years (Note) 1. The number of employee shows that of those actually working. 2. Company Stock Status (1) The total number of shares to issue: 160,000,000 shares (2) The total number of shares issued: 40,000,000 shares (3) The number of shareholders: 4 3

4 (4) Major Shareholders Shareholder Name No. of Shares Held Shareholding Ratio(%) Nippo Corporation 31,800, Kintetsu Corporation (Railway Business) 5,600, The Bank of Tokyo-Mitsubishi UFJ, Ltd. 2,000, The Jyuroku Bank, Ltd. 600, (Note) DNC holds the 1,000,997 shares of Kintetsu Corporation. 3. Directors and Auditors (as of March 31, 2009) Position Name Department in charge Representative Director, Chairman Hiromoto Ishikura Representative Director, President Yoshitomo Kato Business Promotion Div. Head, International Div. and Internal Control Representative Director, Vice President Takahide Hino Assistant to President Representative Director, Executive Managing Director Tetsu Matsumoto General Manager of Building Construction Division Head & Environment, Safety Affairs Managing Director Katsuyuki Nishii Department related Kintetsu Corporation Director Hidenori Morikawa General Manager of Civil Engineering Division Head, and in charge of ISO Director Hiroshi Yamada General Manager of Administrative Headquarter Standing Auditor Kazuo Mitani Auditor Toshiaki Seki Manager of Accounting Div. Nippo Corporation (Note) 1. Representative Director, Mr. Yoshitomo Kato and Director, Mr. Hiroshi Yamada were newly elected in the General Meeting of Shareholders held on June 30, Representative Director Mr. Masayuki Sato resigned on June 30, Accounting Auditor Status Name of Accounting Auditor: Ernst & Young ShinNihon LLC 4

5 5. Internal Control The following resolutions have been passed regarding the establishment of systems stipulated in Article 362 Para. 4 Item 6 of the Company Law. (1) System to Ensure that the Execution of Duties by Directors Conforms to the Relevant Laws and Articles of Association Directors shall execute their duties in accordance with the relevant laws, Articles of Association, Code of Business Conduct for the Company and Internal Rules (Office Regulations) for Officers and shall prevent any act of violation of laws or Articles of Association by appointing an external expert(s) whenever such appointment is deemed to be necessary. The governance system shall be strengthened, including the immediate reporting of any wrong doing to the Board of Directors and Board of Auditors when a director discovers the wrong doing of another director(s) which violates the law, etc. The Compliance Committee shall report the compliance activities of DNC to the CSR Committee and the President shall contrive strict compliance with the relevant laws based on the advice of the CSR Committee. (2) System to Store and Manage Information Regarding the Execution of Duties by Directors In regard to the handling of documents (including electromagnetic records) related to the execution of duties by directors, internal rules on document management shall be established to clearly indicate how to deal with such documents, including their preparation, storage and disposal. (3) Rules for Risk Management of Losses and Other Systems Rules for risk management shall be established with a view to recognising and evaluating the risk of losses which may have a significant impact on business management in a total as well as appropriate manner and a basic risk management system shall also be established concerning the business risk and other individual risks. This system shall be put into practice to contribute to the prevention of grave risks, prevention of any recurrence and quick response so that a sudden change of the business environment caused by the revision of a law or other reasons can be properly responded to. (4) System to Ensure Efficient Execution of Duties by Directors The Board of Directors shall decide such important issues as the business execution policies, compliance with matters stipulated by the relevant laws and other issues relating to the business management of DNC and shall supervise the situation of business execution. A meeting of the Board of Directors shall be convened once a month and any other time when such a meeting is deemed to be necessary. The Board of Executive Directors comprising executive directors shall be set up to discuss individual management issues related to the execution of the business. 5

6 (5) System to Ensure that the Execution of Duties by Employees Conforms to the Relevant Laws and Articles of Association The CRS Committee shall promote the establishment, maintenance and improvement of the internal control system and shall also contrive the maintenance of the compliance system using the Compliance Committees (to be established at the Headquarters and controlling branches) which are subordinate organizations of the CSR Committee. The Compliance Committee shall regularly inspect the compliance situation with the relevant laws to verify that normal duties comply with such laws and Articles of Association. The necessary training of employees shall be regularly conducted. The necessary training shall be swiftly conducted when a relevant law or regulation is enforced or revised, when a serious wrongdoing or incident occurs at DNC or other occasion. An internal whistle-blowing system shall be established and strictly enforced using the Rules to Handle Whistle-Blowers. (6) System to Ensure the Compliance of Work at the Group of Companies Comprising DNC, Parent Company and Subsidiaries The uniformity of the compliance system as a group of companies shall be maintained through the activities of the NIPPO Group CSR Committee. A person responsible for internal control shall be selected at each subsidiary for the purpose of the integrated management of business activities through collaboration with the relevant department of DNC. (7) System Concerning Employees Assigned to Assist the Duties of Directors and Matters Relating to the Independence of the Said Employees from Directors Auditors shall be able to request the appointment of employees who will assist the duties of auditors. The Board of Auditors shall be able to state opinions on disciplinary actions against and personnel changes of assisting employees. (8) System to Report Auditors, Including System to Report Auditors by Directors and Employees and System to Ensure Effective Auditing by Auditors Agenda passed by a meeting of the Board of Executive Directors and other important matters from the viewpoint of business management shall be considered as matters to be reported to the Board of Auditors. The Board of Auditors shall convene a meeting to exchange opinions with the President and an auditing firm. 6

7 BALANCE SHEET 1 as of March 31, 2009 ASSETS (UNIT: MILLION YEN & MILLION US$) (1US$=J\98.23) As of March 31, 2009 I. Current assets J\ US$ Cash on hand and banks 11, Notes receivable-trade 2, Accounts receivable on completed 8, construction works Real estate-development and under development Construction works in progress 38, Accounts receivable 2, Other current assets Less allowance for doubtful receivables Total of current assets 63, II. Fixed assets Tangible fixed assets Building & structures Machinery and vehicles Tools, furniture and fixtures Land Total of tangible fixed assets Intangible fixed assets Investments and others Investment in securities 1, Stock of affiliated company Credit (Claim in bankruptcy and etc.) Long-term accounts receivable Other investments Less-allowance for doubtful receivable 1, Total of Investment and others 2, Total of fixed assets 3, Total assets 66,

8 BALANCE SHEET 2 LIABILITIES (UNIT: MILLION YEN & MILLION US$) (1US$=J\98.23) As of March 31, 2009 J\ US$ I. Current liabilities Notes payable 2, Account payable on construction works 19, Accrued corporate and inhabitants taxes Advanced received on construction works in progress 23, Accounts payable Reserves for guarantees on completed 74 1 works contracts Reserve for construction losses Other current liabilities Total current liabilities 47, II. Fixed liabilities Deferred tax liabilities Reserve for retirement allowances 6, Other fixed liabilities Total fixed liabilities 7, Total liabilities 54, NET ASSETS I. Shareholders' Equity (1) Paid in capital 2, (2) Capital surplus Legal capital surplus 4, Total Capital surplus 4, (3) Earned surplus Other earned surplus 5, Earned surplus carried forward 5, Total Earned surplus 5, Total Shareholders' Equity 11, II.. Valuation and foreign exchange conversion adjustment (1) Other securities valuation adjustments Total Net Assets 11, Total liabilities and net assets 66,

9 INCOME STATEMENT (UNIT: MILLION YEN, MILLION US DOLLAR 1US$=J\98.23) Current Term for the period from April 1, 2008 to March 31, 2009 Amount J\ US$ I. Revenues Construction works completed 67, Development works sold Gross sales 67, II. Cost of sales Cost of completed work 64, Cost of development works sold 91 1 Cost of sales 64, Gross profit of sales Gross profit of Construction works completed 2, Gross profit of development works sold 65 1 Gross profit of sales 2, III. Selling, general and administrative expenses 0 Total of selling, general and administrative expenses 2, Operating profit IV. Non-operating profit Interest received/dividends 50 1 Profit accrued from derivatives valuation Miscellaneous income Non-operating profit V. Non-operating expenses Interest paid Cost of lawsuit on pneumoconiosis 95 1 Exchange rate loss Security deposit on advance received Miscellaneous expenses Total Non-operating expenses Ordinary profit Special Income or losses VI. Special income Prior year's adjustments Gain on sales of fixed assets Gain on redemption of sales of membership Gain on sales of investments in securities Special income VII. Special losses Write-down of investment securities Other special losses Special losses Profit before income taxes for the term Corporate inhabitants and enterprise taxes Net Profit for the term

10 Statement of Changes in Net Assets Paid-in Capital Capital Surplus Legal Capital Surplus Shareholders Equity Earned Surplus Other Earned Surplus Earned Surplus Carried Forward Total Shareholders Equity Valuation and foreign exchange conversion adjustments Other securities valuation adjustments (Unit: million yen) Total Net Assets Amount brought forward 2,000 4,322 4,923 11, ,440 Change for the current term Dividend of surplus Net profit for the term Amount of change under items other than the Shareholders Equity for the current term Total Change for the term Term-end balance 2,000 4,322 5,373 11, ,