Konica Minolta 2013 Annual Report Download - page 40

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Approximate effects correspond to the acquired company’s net
sales and income/loss recorded on its consolidated statements of
income assuming that the business combination was completed April 1,
2012. The amortization cost was calculated based on the assumption
that the intangible assets, such as goodwill, had been recognized at the
beginning of the fi scal year ended March 31, 2013. These approximate
effects have not been audited.
Instrument Systems GmbH
In November 2012, the Companies acquired a 100% stake of
Instruments Systems Optische Messtechnik GmbH (Instrument
Systems GmbH, IS), a major German lighting measurement equipment
manufacturer, through Konica Minolta Optics, Inc. (KMOP), a wholly
owned subsidiary of the Company. The acquisition provides KMOP an
even broader product line up in the display measurement fi eld, where IS
has the top share, and further assists KMOP in maintaining its leading
position in comprehensive light source measurement including not only
the fast-growing LED light source but also in organic light emitting diode
(OLED) lighting with great future growth potential. In addition, the
Companies expect to create greater synergies between the light source
measurement business and the equipment and component business
for next-generation lighting, including OLED. The Companies have
recognized the acquisition cost of ¥8,120 million ($86,337 thousand)
including acquisition related cost of ¥178 million ($1,893 thousand) in
accordance with J-GAAP. The results of IS for the period from
December 1, 2012 to March 31, 2013 are recognized in the consolidated
fi nancial statements.
The Companies have recognized goodwill of ¥4,415 million ($46,943
thousand), which is amortized on a straight-line basis over its estimated
useful life (12 years).
(1) Assets acquired and liabilities assumed at the date of business
combination
Millions of yen
Thousands of
U.S. dollars
2013 2013
Current assets ..................................... ¥ 2,329 $ 24,763
Long-term assets ................................. 3,710 39,447
Total assets ......................................... ¥ 6,040 $ 64,221
Current liabilities ................................... ¥(1,153) $(12,259)
Long-term liabilities............................... (1,182) (12,568)
Total liabilities....................................... ¥(2,335) $(24,827)
(2) Contents of the contingent consideration stipulated in the
business combination contract and its accounting treatment in
the fi scal year ended March 31, 2013 and thereafter
As stipulated in the business combination contract, an additional
payment shall be made if the performance of the merged company
meets the agreed target in the future. If this target is met, the acquisition
cost and goodwill and its amortization amount will be amended based
on the assumption that this additional payment had been made at the
business combination date.
(3) Amounts and amortization period of major items allocated to
intangibles recognized separately from goodwill
Major items allocated to
intangibles recognized
separately from goodwill
Amounts Amortization
period
weighted
average
Millions of yen
Thousands of
U.S. dollars
2013 2013
Technology-based
assets ........................ ¥2,950 $31,366 7 years
Customer-based
assets ........................ 631 6,709 4 years
Total intangible assets .... ¥3,582 $38,086 6 years
(4) Approximate effects on the consolidated statements of income
for the year ended March 31, 2013 assuming that the business
combination was completed on April 1, 2012
Millions of yen
Thousands of
U.S. dollars
2013 2013
Net sales ............................................. ¥4,536 $48,230
Operating profi t .................................... 1,647 17,512
Net income for the year ......................... 1,024 10,888
Approximate effects correspond to the acquired company’s net sales
and income/loss recorded on its consolidated statements of income
assuming that the business combination was completed April 1, 2012.
The amortization cost was calculated based on the assumption that the
intangible assets, such as goodwill, had been recognized at the
beginning of the fi scal year ended March 31, 2012. These approximate
effects have not been audited.
10. Net Assets
The Japanese Corporate Law became effective on May 1, 2006, replacing
the Commercial Code. Under Japanese laws and regulations, the entire
amount paid for new shares must be designated as common stock.
However, a company may, by a resolution of the Board of Directors,
designate an amount not exceeding one half of the price of the new
shares as additional paid-in capital, which is included in capital surplus.
The Japanese Corporate Law provides that an amount equal to
10% of distributions from retained earnings paid by the Company and
its Japanese subsidiaries be appropriated as additional paid-in capital
or legal earnings reserve. Legal earnings reserve is included in retained
earnings in the accompanying consolidated balance sheets. No further
appropriations are required when the total amount of the additional
paid-in capital and the legal earnings reserve equals 25% of their
respective stated capital. The Japanese Corporate Law also provides
that additional paid-in capital and legal earnings reserve are available for
appropriations by the resolution of the Board of Directors.
Cash dividends and appropriations to the additional paid-in capital
or the legal earnings reserve charged to retained earnings for the years
ended March 31, 2013 and 2012 represent dividends paid out during
those years and the related appropriations to the additional paid-in
capital or the legal earnings reserve.
Retained earnings at March 31, 2013 do not refl ect current year-end
dividends in the amount of ¥3,977 million ($42,286 thousand) approved
by the Board of Directors, which was already paid in May 2013.