Nifco : Annual Securities Report－The 72nd Fiscal Year（From April 1, 2023 to March 31, 2024）
7988.T
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.
Annual Securities Report
(Report pursuant to Article 24, Paragraph 1 of the
Financial Instruments and Exchange Act) From April 1, 2023, to March 31, 2024
Nifco Inc.
E02386
Table of Contents
Page
Cover
Part I. Information on the Company
1
I.
Company Overview
1
1.
Trends in Key Management Indicators, etc
1
2.
History
3
3.
Description of Business
5
4.
Status of Subsidiaries and Associates
8
5.
Status of Employees
11
II.
Business Overview
13
1.
Management Policies, Management Environment and Issues to Be Addressed
13
2.
Sustainability Concept and Initiatives
14
3.
Business Risks
16
4.
Management's Analysis of Financial Position, Operating Results and Cash Flows
18
5.
Important Business Contracts, etc
23
6.
Research and Development Activities
26
III.
Status of Facilities
27
1.
Overview of Capital Investment, etc
27
2.
Status of Major Facilities
28
3.
Plans for Construction and Retirement, etc. of Facilities
29
IV.
Status of the Company
30
1.
Status of Shares, etc
30
(1)
Total number of shares, etc
30
(2)
Status of share acquisition rights, etc
30
(3)
Exercise status, etc. of moving strike convertible bonds with share acquisition rights, etc
34
(4)
Trends in total number of issued shares and share capital, etc
35
(5)
Shareholding status
35
(6)
Status of major shareholders
36
(7)
Status of voting rights
38
(8)
Details of executive and Employee Stock Ownership Plan
38
2.
Status of Acquisition, etc. of Treasury Shares
42
3
Dividend Policy
44
4.
Status of Corporate Governance, etc
45
V.
Financial Information
67
1.
Consolidated Financial Statements, etc
68
(1)
Consolidated Financial Statements
68
(2)
Others
123
2.
Financial Statements, etc
124
(1)
Financial Statements
124
(2)
Details of major assets and liabilities
135
(3)
Others
135
VI.
Stock-Related Administration for the Company
136
VII.
Reference Information on the Company
137
1.
Information on the Parent Company, etc. of the Company
137
2.
Other Reference Information
137
Part II.
Information on the Guarantee Companies, etc. of the Company
139
[Audit Report]
[Internal Control Report]
[Cover]
[Document filed]
Annual Securities Report
[Applicable law]
Article 24, Paragraph 1 of the Financial Instruments and Exchange Act
[Filed to]
Director-General, Kanto Local Finance Bureau
[Filing date]
June 20, 2024
[Fiscal year]
72nd fiscal year (from April 1, 2023, to March 31, 2024)
[Company name]
Nifco Inc.
[Company name (English)]
NIFCO INC.
[Title and name of representative]
Masaharu Shibao, President & Representative Director
[Address of head office]
5-3 Hikarinooka, Yokosuka-shi, Kanagawa
[Phone number]
+81-46-839-0225
[Contact person]
Toshiki Yauchi, Director & Senior Executive Managing Officer, CFO
[Contact address]
Mita Bellju Building 20th Floor, 5-36-7 Shiba, Minato-ku, Tokyo
[Phone number]
+81-3 5476 4853
[Contact person]
Toshiki Yauchi, Director & Senior Executive Managing Officer, CFO
[Place where available for public inspection]
Tokyo Stock Exchange, Inc.
(2-1,Nihonbashi-kabutocho,Chuo-ku, Tokyo)
Part I. Information on the Company
1. Trends in Key Management Indicators, etc.
Term
68th
69th
70th
71st
72nd
Fiscal years ended
March 31, 2020
March 31, 2021
March 31, 2022
March 31, 2023
March 31, 2024
Net sales
(millions of
288,012
256,078
283,777
321,771
371,639
yen)
Ordinary profit
(millions of
28,765
29,535
33,602
37,876
49,665
yen)
Profit attributable to owners
(millions of
18,321
18,402
22,959
21,170
18,252
of parent
yen)
Comprehensive income
(millions of
16,923
17,511
33,180
33,527
30,491
yen)
Net assets
(millions of
168,786
178,649
200,875
226,127
247,052
yen)
Total assets
(millions of
304,184
307,127
333,068
359,150
380,405
yen)
Net assets per share
(yen)
1,630.57
1,737.80
1,978.36
2,237.06
2,455.97
Basic earnings per share
(yen)
177.87
181.09
227.27
211.28
183.26
Diluted earnings per share
(yen)
171.43
-
-
-
-
Equity ratio
(%)
54.8
57.5
59.5
62.2
64.1
Return on equity
(%)
11.3
10.7
12.3
10.0
7.8
Price-earnings ratio
(Times)
10.9
22.3
12.3
17.8
21.1
Cash flows from operating
(millions of
35,829
39,922
31,743
37,261
47,257
activities
yen)
Cash flows from investing
(millions of
(21,617)
(12,570)
(9,479)
(11,530)
(8,135)
activities
yen)
Cash flows from financing
(millions of
1,040
(20,273)
(13,516)
(17,418)
(26,024)
activities
yen)
Cash and cash equivalents at
(millions of
88,552
95,744
109,992
122,233
142,024
end of period
yen)
Number of employees
11,486
10,745
10,193
10,169
10,226
[Average number of
(persons)
(3,449)
(3,359)
(3,004)
(3,100)
(3,259)
temporary employees]
(Notes)
1.
Diluted earnings per share for the 69th, 70th, 71st, and 72nd terms are not stated because there are no dilutive shares.
2. "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc. has been applied from the beginning of the 70th term, and the principle management indicators, etc. for the 70th term and subsequent terms are those after the application of the accounting standard, etc.
- 1 -
Term
68th
69th
70th
71st
72nd
Fiscal years ended
March 31, 2020
March 31, 2021
March 31, 2022
March 31, 2023
March 31, 2024
Net sales
(millions of
88,496
79,584
83,365
86,391
98,691
yen)
Ordinary profit
(millions of
15,928
19,201
18,617
22,389
31,013
yen)
Profit
(millions of
13,163
15,931
16,629
18,674
2,633
yen)
Share capital
(millions of
7,290
7,290
7,290
7,290
7,290
yen)
Total number of issued shares
(Thousand
107,508
107,508
107,508
107,508
100,257
shares)
Net assets
(millions of
100,090
109,266
115,575
126,926
121,612
yen)
Total assets
(millions of
184,646
185,203
191,152
202,483
187,605
yen)
Net assets per share
(yen)
979.26
1,075.97
1,153.75
1,270.14
1,225.62
Dividends per share
62.00
53.00
62.00
64.00
64.00
(yen)
(Interim dividends per share)
(31.00)
(25.00)
(31.00)
(31.00)
(32.00)
Basic earnings per share
(yen)
127.79
156.78
164.62
186.37
26.44
Diluted earnings per share
(yen)
123.14
-
-
-
-
Equity ratio
(%)
54.2
59.0
60.5
62.7
64.8
Return on equity
(%)
13.5
15.2
14.8
15.4
2.1
Price-earnings ratio
(Times)
15.2
25.7
17.0
20.1
146.0
Dividend payout ratio
(%)
48.5
33.8
37.7
34.3
242.1
Number of employees
1,355
1,388
1,375
1,361
1,363
[Average number of
(persons)
(503)
(468)
(411)
(383)
(354)
temporary employees]
Total shareholder return
(%)
71.0
147.2
105.2
141.5
147.7
[Benchmark: TOPIX
(%)
(90.5)
(128.6)
(131.2)
(138.8)
(196.2)
including dividends)
Highest share price
(yen)
3,290
4,210
4,370
3,775
4,442
Lowest share price
(yen)
1,661
1,737
2,608
2,484
3,382
(Notes)
1.
Diluted earnings per share for the 69th, 70th, 71st, and 72nd terms are not stated because there are no dilutive shares.
- 2 -
2. History
Substantial surviving company
Upon the merger of Nifco Inc. (par value of shares: 500 yen) (founded in February 1967, and has been engaged in the manufacture and sales of industrial fasteners) and Nichiei Bussan Co., Ltd. (founded in May 1953, and has been engaged in the import and export of leaf tobacco and miscellaneous beans, as well as the import and export of industrial fasteners) in October 1977, the Company (founded in October 1946, former Koto Kigyo Co., Ltd; par value of shares: 50 yen) became the formal surviving company and absorbed both companies to change the par value of their shares to 50 yen from 500 yen.
Therefore, among the absorbed companies, Nifco Inc. (par value of shares: 500 yen), which has superior size in terms of net sales and total assets, is listed as the substantial surviving company.
The Company was founded on February 13, 1967, as a joint venture between Nichiei Bussan Co., Ltd. and Illinois Tool Works Inc. (a manufacturer of industrial fasteners with subsidiaries, affiliates and business partners worldwide).
February 1967
Nippon Industrial Fastener Corporation (renamed to Nifco Inc. in December 1970) was co-founded
by Nichiei Bussan Co., Ltd. and Illinois Tool Works Inc. with a starting capital of 48,000 thousand
yen, and entered into a technical assistance contract with Illinois Tool Works Inc.
[As they were absorbed by Nifco Inc. (formal surviving company whose par value of shares is 50 yen
and whose trade name was changed from Koto Kogyo Co., Ltd., a dormant company, to Nifco Inc.
on May 26, 1977, on the premise of the merger) in October 1977 for the purpose of changing the par
value of shares, the registered date of incorporation was October 8, 1946.]
July 1969
Established Osaka Sales Department in Nishi-ku,Osaka-shi.
December 1976
Newly established Nagoya Plant in Toyota-shi, Aichi.
October 1977
Absorbed Nichiei Bussan Co., Ltd. (changed the par value of the shares to 50 yen from 500 yen).
May 1978
Established Kitakyushu Sales Department in Miyako-gun, Fukuoka.
July 1979
Listed on the second section of the Tokyo Stock Exchange.
September 1980
Newly constructed Sagamihara Plant in Sagamihara-shi, Kanagawa.
April 1982
Newly constructed Utsunomiya Office in Kawachi-gun, Tochigi.
January 1983
Relocated Osaka Sales Office to Suita-shi, Osaka.
May 1983
Co-founded Nifco Taiwan Corporation in Taipei, Taiwan.
March 1984
Listed on the first section of the Tokyo Stock Exchange.
April 1984
Established Hamamatsu Branch Office (current Hamamatsu Sales Office) in Hamamatsu-shi,
Shizuoka.
January 1985
Co-founded Korea Industrial Fastener Corporation (current Nifco Korea Inc.) in Gumi, Korea.
November 1986
Co-foundedITW-Nifco Inc. in Ohio, U.S.A.
July 1987
Founded Nifco (HK) Ltd., a subsidiary, in Hong Kong, China.
August 1987
Newly constructed Hiroshima Office (current Hiroshima Sales Office) in Asaminami-ku,
Hiroshima-shi.
November 1988
Co-founded Union Nifco Co., Ltd. in Bangkok, Thailand.
February 1990
Co-founded JT Nifco Inc. (current Nifco Yamagata Inc.) in Yamagata-shi, Yamagata.
March 1990
Established Tokyo Headquarters in Minato-ku, Tokyo.
July 1990
Acquired Elta Plastics Ltd. (current Nifco U.K. Ltd.) in Cleveland, England.
October 1990
Co-founded Nifco (Malaysia) Sdn. Bhd. (current Nifco Manufacturing (Malaysia) Sdn. Bhd.) in
Selangor, Malaysia.
December 1991
Co-founded Kyushu JT Nifco Inc. (current Nifco Kumamoto Inc.) in Kikuchi-gun, Kumamoto.
July 1995
Founded Nifco (Singapore) Pte., Ltd. a subsidiary in Singapore.
March 1996
Founded Shanghai Nifco Plastic Manufacturer Co., Ltd., a subsidiary, in Shanghai, China.
April 1996
Founded Nifco U.S. Corporation (current Nifco America Corporation), a subsidiary, in Ohio, U.S.A.
July 1996
Acquired stocks of The Japan Times, Ltd., Simmons Co., Ltd. and Simmons Bedding & Furniture
(HK) Limited, and made them subsidiaries.
December 1997
Acquired stocks of ITW-Nifco Inc., a joint venture, in Ohio, U.S.A. and merged it into Nifco U.S.
Corporation (current Nifco America Corporation) as the surviving company.
- 3 -
May 1999
Relocated Kyushu Sales Office to Kokurakita-ku,Kitakyushu-shi.
April 2001
Acquired four companies under the Acriplas Group (current Nifco Products Espana, S.L.U.) in Spain.
November 2001
Founded Tifco (Dongguan) Co., Ltd., a fifty-fifty joint venture with Nifco Taiwan Corporation, in
Changan Town, Dongguan, Guangdong, China.
February 2002
Founded Dongguan Nifco Co., Ltd., a subsidiary, in Shilong Zhen, Dongguan, Guangdong, China.
June 2002
Acquired additional stocks of Nifco Taiwan Corporation, a joint venture in Taiwan, and made it a
subsidiary.
July 2002
Founded Nifco (Thailand) Co., Ltd., a subsidiary, in Chonburi, Thailand.
November 2004
Founded Beijing Nifco Co., Ltd., a subsidiary, in Tongzhou District, Beijing, China.
January 2005
Founded Kifco Vietnam Ltd. (current Nifco Vietnam Ltd.), a subsidiary, in Tainin, Vietnam.
March 2005
Acquired additional stocks of JT Nifco Inc. (current Nifco Yamagata Inc.) and Kyushu JT Nifco Inc.
(current Nifco Kumamoto Inc.), which are joint ventures, and made them subsidiaries.
February 2006
Founded Nifco Poland Sp. z o.o., a subsidiary, in Swidnica, Poland.
March 2007
Founded Nifco North America Inc., a subsidiary, in Kentucky, U.S.A.
June 2007
Founded Nifco Deutschland GmbH (Nifco KTS GmbH), a subsidiary, in Eschborn, Germany.
September 2008
Acquired additional stocks of Union Nifco Co., Ltd., a joint venture in Thailand, and made it a
subsidiary.
October 2008
Founded Nifco Korea USA Inc. in Alabama, U.S.A.
April 2009
Nifco America Corporation, a subsidiary, absorbed Nifco North America Inc., a subsidiary.
May 2009
Simmons Co., Ltd. newly constructed Fuji-Oyama Plant in Sunto-gun, Shizuoka.
January 2010
Founded Nifco (Tianjin) Co., Ltd., a subsidiary, in Tianjin, China.
April 2010
Founded Nifco Enterprise Management (Shanghai) Co., Ltd., a subsidiary, in Shanghai, China.
June 2010
Founded Nifco India Private Ltd., a subsidiary, in Gurgaon, India.
July 2010
Founded Nifco South India Manufacturing Private Ltd., a subsidiary, in Chennai, India.
November 2010
Founded Nifco (Hubei) Co., Ltd., a subsidiary, in Ezhou, Hubei, China.
December 2010
Founded Nifco Korea Poland Sp. z o.o., a subsidiary, in Zory, Poland.
January 2011
Founded Nifco (Jiang Su) Co., Ltd., a subsidiary, in Zhangjiagang, Jiangsu, China.
May 2011
Founded PT. Nifco Indonesia, a subsidiary, in Jakarta, Indonesia.
June 2011
Founded Nifco Yancheng Co., Ltd., a subsidiary, in Yancheng, Jiangsu, China.
July 2012
Founded Nifco Central Mexico S. de R.L. de C.V., a subsidiary, in Irapuato, Mexico.
March 2013
Newly constructed Nifco Technology Development Center in Yokosuka-shi, Kanagawa.
April 2013
Acquired KTS and its group companies in Germany.
May 2014
Acquired KTW and its group companies in Germany.
January 2015
Relocated the head office to Yokosuka-shi, Kanagawa.
April 2015
Founded Nifco KTW America Corporation, a subsidiary, in Georgia, U.S.A.
September 2015
Founded Nifco (Chongqing) Limited Liability Company, a subsidiary, in Chongqing, China.
August 2016
Constructed an explosion-proof tower and laboratory tower in Yokosuka-shi, Kanagawa.
April 2018
Newly established and put into practice the corporate philosophy, logo and slogan.
November 2018
Relocated Tokyo Headquarters within Minato-ku, Tokyo.
December 2018
Founded Nifco Kitakanto Inc., a subsidiary, in Minato-ku, Tokyo.
May 2019
Nifco Kumamoto Inc., a subsidiary, relocated its head office to Kikuchi-shi, Kumamoto.
July 2019
Carried out an absorption-type merger with Nifco KTW GmbH, a subsidiary, as the surviving
company and Nifco KTS GmbH, a subsidiary, as the absorbed company, and changed the name of
the surviving company to Nifco Germany GmbH.
December 2019
Nifco Kitakanto Inc., a subsidiary, relocated its head office to Ashikaga-shi, Tochigi.
June 2021
Transitioned to a company with an Audit & Supervisory Committee.
April 2022
Transitioned to the Prime Market of the Tokyo Stock Exchange.
December 2022
Founded Nifco Europe GmbH, a subsidiary, in Solingen, Germany.
- 4 -
3. Description of Business
The Group is comprised of the Company, 50 consolidated subsidiaries and 1 associate accounted for by the equity method. Their main business areas, their position in these businesses and relationships with each segment are as follows.
The following two divisions are the same as the segments described in "(1) Notes to Consolidated Financial Statements" in "1. Consolidated Financial Statements, etc." in "V. Financial Information."
(Industrial plastic parts & components)
Industrial plastic fasteners,
: The Company manufactures and sells plastic molded products and molds, and Nifco
plastic precision molded
Yamagata Inc., Nifco Kumamoto Inc., Nifco Kitakanto Inc. and others manufacture
parts and molds
and sell plastic molded products and molds.
In addition, Nifco America Corporation, Nifco U.K. Ltd., Nifco Korea Inc., Shanghai
Nifco Plastic Manufacturer Co., Ltd., Nifco Taiwan Corporation, Nifco (Thailand)
Co., Ltd. and others manufacture and sell molded plastic products and molds overseas.
Some of these products are purchased and sold between the Company and its
subsidiaries and associates.
(Bedding & furniture)
: Simmons Co., Ltd. manufactures and sells beds and imports and sells furniture.
In addition, Simmons Bedding & Furniture (HK) Limited and others are engaged in
the Bedding & furniture business overseas.
- 5 -
A diagram of the business is as follows.
Consolidated subsidiaries and associates accounted for by the equity method are as follows.
Product category
(The Company)
(Subsidiaries and associates)
Business category
(sales category)
Industrial plastic fasteners and plastic precision molded parts
Industrial
plastic parts
&
components
Molds
Bedding &
furniture
(Note)
*Consolidated subsidiaries: Associates
ProductsMolds
Nifco Inc.
(Manufacture
and sale)
- 6 -
Consolidated subsidiaries
(1)
Nifco America Corporation
Manufacture and sale of plastic molded products
(2)
Nifco Korea USA Inc.
Manufacture and sale of plastic molded products
(3)
Nifco KTW America Corporation
Manufacture and sale of plastic molded products
(4)
Nifco Central Mexico S.de R.L.de C.V.
Manufacture and sale of plastic molded products
(5)
Guadalupe Property & Assets, S.de R.L.de C.V.
Industrial plastic parts & components
(6)
Nifco Europe GmbH
Industrial plastic parts & components
(7)
Nifco U.K. Ltd.
Manufacture and sale of plastic molded products
(8)
Nifco Poland Sp.z o.o.
Manufacture and sale of plastic molded products
(9)
Nifco Korea Poland Sp.z o.o.
Manufacture and sale of plastic molded products
(10)
Nifco Germany GmbH
Manufacture and sale of plastic molded products
(11)
Shanghai Nifco Plastic Manufacturer Co., Ltd.
Manufacture and sale of plastic molded products
(12)
Dongguan Nifco Co., Ltd.
Manufacture and sale of plastic molded products
(13)
Tifco (Dongguan) Co., Ltd.
Manufacture and sale of plastic molded products
(14)
Beijing Nifco Co., Ltd.
Manufacture and sale of plastic molded products
(15)
Nifco (Tianjin) Co., Ltd.
Manufacture and sale of plastic molded products
(16)
Nifco (Hubei) Co., Ltd.
Manufacture and sale of plastic molded products
(17)
Nifco (Jiangsu) Co., Ltd.
Manufacture and sale of plastic molded products
(18)
Nifco Yancheng Co., Ltd.
Manufacture and sale of plastic molded products
(19)
Nifco (HK) Ltd.
Industrial plastic parts & components
(20)
Nifco Taiwan Corporation
Manufacture and sale of plastic molded products
(21)
Nifco Korea Inc.
Manufacture and sale of plastic molded products
(22)
Nifco (Thailand) Co., Ltd.
Manufacture and sale of plastic molded products
(23)
Union Nifco Co., Ltd.
Manufacture and sale of plastic molded products
(24)
Nifco Manufacturing (Malaysia) Sdn. Bhd.
Manufacture and sale of plastic molded products
(25)
Nifco Vietnam Ltd.
Manufacture and sale of plastic molded products
(26)
Nifco India Private Ltd.
Manufacture and sale of plastic molded products
(27)
Nifco South India Manufacturing Private Ltd.
Manufacture and sale of plastic molded products
(28)
PT.Nifco Indonesia
Manufacture and sale of plastic molded products
(29)
Nifco Yamagata Inc.
Manufacture and sale of plastic molded products
(30)
Nifco Kumamoto Inc.
Manufacture and sale of plastic molded products
(31)
Nifco Kitakanto Inc.
Manufacture and sale of plastic molded products
(32)
Simmons Co., Ltd.
Manufacture and sale of beds, import and sale of
furniture
(33)
Simmons Bedding & Furniture (HK) Limited
Bedding & furniture
(34)
Shanghai Simmons Bedding & Furniture Sales Limited
Sale of beds and furniture
(35)
Beijing Simmons Bedding & Furniture Limited
Sale of beds and furniture
(36)
Shenzhen Simmons Bedding & Furniture Limited
Sale of beds and furniture
(37)
Simmons Bedding & Furniture (Suzhou) Limited
Manufacture and sale of beds
(38)
Simmons (Southeast Asia)Private Limited
Sale of beds and furniture
(39)
Simmons Bedding & Furniture (Taiwan) Ltd.
Sale of beds and furniture
11 other companies
Associates accounted for by the equity method
(1)
Nichiei Seiki Co., Ltd.
Manufacture and sale of molds
- 7 -
Disclaimer
Nifco Inc. published this content on 13 September 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on September 13, 2024 at 00:41:04 UTC.