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Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter (...

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February 12, 2020 Yamaha Motor Robotics Holdings Co., Ltd. (URL https://www.ymrh.co.jp/) Ordinary General Shareholders’ Meeting (scheduled) Filing of Quarterly Security Report (scheduled) Beginning of Payment of Dividends (scheduled) 1. Consolidated Financial Results for the Fiscal Year Ended December 31, 2019 (April 1, 2019 through December 31, 2019) *Amounts are rounded off to nearest million yen. (1) Consolidated operating results *% represents growth results. ( ) represents negative figures. Net sales Operating income Ordinary income Millions of yen % Millions of yen % Millions of yen % Millions of yen % Fiscal year ended December 31, 2019 13,997 - - (3,863) - - Fiscal year ended March 31, 2019 11,220 (26.3) - (3,099) - - (Note) Comprehensive income: Fiscal year ended December 31, 2019: (4,004) million yen ( ) Fiscal year ended March 31, 2019: (3,640) million yen ( ) Earnings per share basic % % % Fiscal year ended December 31, 2019 Fiscal year ended March 31, 2019 (Reference) Share of profit of entities accounted for using equity method: Fiscal year ended December 31, 2019: (48) million yen Fiscal year ended March 31, 2019: million yen (Note) The accounting period of the fiscal year ended December 31, 2019 has become 9 months due to the change of fiscal year-end. Accordingly, since the fiscal year ended December 31, 2019 (April 1, 2019 to December 31, 2019) and the previous fiscal year (April 1, 2018 to March 31, 2019) cover different periods, the corresponding period of the previous year is not indicated. For overseas subsidiaries with no change of accounting period ending December, their accounting period is maintained as 12 months (January 1, 2019 to December 31, 2019). (2) Consolidated financial position Total assets Net assets Shareholders’ equity ratio Net assets per share Millions of yen Millions of yen % Yen As of December 31, 2019 As of March 31, 2019 (Reference) Shareholders’ equity: As of December 31, 2019: 23,910 million yen As of March 31, 2019: 17,918 million yen (3) Consolidated cash flows Millions of yen Millions of yen Millions of yen Millions of yen Fiscal year ended December 31, 2019 Fiscal year ended March 31, 2019 2. Dividends Annual dividends per share End of first quarter End of second quarter End of third quarter End of fiscal year Total Yen Yen Yen Yen Yen Millions of yen % Fiscal year ended March 31, 2018 - 0.00 - Fiscal year ended December 31, 2019 0.00 0.00 - Fiscal year ending December 31, 2020 Forecast- - - (Notes) 1. The end of the accounting perod has been changed from March 31 to December from the fiscal year ended December 31, 2019. Along with this change, the dividend record date is changed to December 31 and the interim dividend date is changed to June 30. Supplimentary rules are settled as a provisional measure. 2. The dividend forecast for the fiscal year ending December 31, 2020 is undecided. 3. Forecast of Consolidated Financial Results for the Fiscal Year Ending December 31, 2020 (January 1, 2020 through December 31, 2020) *% represents: comparision with corresponding quarter/year Net sales Operating income (loss) Ordinary income (loss) Millions of yen % Millions of yen % Millions of yen % Millions of yen % Six months ending June 30, 2020 (cumulative) 12,175 - - (1,429) - 141 - Fiscal year ending December 31, 2020 28,629 - - (721) - 703 - March 19, 2020 Consolidated Financial Results for the Fiscal Year Ended December 31, 2019 Stock Listing Tokyo Stock Exchnage the First Section Code Number 6274 Representative Osamu Ishioka, President and Representative Director Contact Person Takuya Mori, Director Phone Number +81-3-5937-6404 March 19, 2020 Operating income to net sales Supplemental Materials for Consolidated Financial Results Yes Note: The determination of the provisional accounting process pertaining to the business combination is conducted under the fiscal year ended December 31, 2019. For the fiscal year ended March 2019, it is calculated based on the figure reflecting significant review of initially allocated amounts of the acquisition costs by the determinationof the provisional accounting processes. Net income attributable to owners of parent (3,932) (4,296) Presentation Meeting for Consolidated Financial Result Yes (for securities analysts) (3,187) (3,221) Earnings per sharediluted Net income to shareholders’ equity Ordinary income to toal assets Yen Yen (117.64) - (20.5) (28.1) (177.16) - (16.3) (12.6) (28.4) (12.7) 36,584 23,910 65.4 538.84 24,348 17,918 73.6 985.12 From operating activities From investing activities From financing activities Cash and cash equivalents at end of period (136) (5,337) 8,739 7,276 (2,839) (2,118) 2,800 4,027 Total amount of dividends (Annual) Ratio of total amount of dividends to net assets (Consolidated) Record date % 0.00 - 0.00 - - Payout ratio (Consolidated) (872) 15.84 - - 0.00 - - - - - Net income attributable to owners of parent Earnings per sharebasic Yen (1,505) 3.18
Transcript
Page 1: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

February 12, 2020Yamaha Motor Robotics Holdings Co., Ltd.

(URL https://www.ymrh.co.jp/)

Ordinary General Shareholders' Meeting (scheduled)Filing of Quarterly Security Report (scheduled)Beginning of Payment of Dividends (scheduled) ―

1. Consolidated Financial Results for the Fiscal Year Ended December 31, 2019 (April 1, 2019 through December 31, 2019)*Amounts are rounded off to nearest million yen.

(1) Consolidated operating results*% represents growth results. ( ) represents negative figures.

Net sales Operating income Ordinary income

Millions of yen % Millions of yen % Millions of yen % Millions of yen %Fiscal year endedDecember 31, 2019

13,997 - - (3,863) - -

Fiscal year endedMarch 31, 2019

11,220 (26.3) - (3,099) - -

(Note) Comprehensive income: Fiscal year ended December 31, 2019: (4,004) million yen ( ―%) Fiscal year ended March 31, 2019: (3,640) million yen ( ―%)

Earnings per share -basic

% % %Fiscal year endedDecember 31, 2019Fiscal year endedMarch 31, 2019

(Reference) Share of profit of entities accounted for using equity method: Fiscal year ended December 31, 2019: (48) million yen Fiscal year ended March 31, 2019: - million yen

(Note) The accounting period of the fiscal year ended December 31, 2019 has become 9 months due to the change of fiscal year-end. Accordingly, since the fiscal year ended December 31, 2019 (April 1, 2019 to December 31, 2019) and the previous fiscal year (April 1, 2018 to March 31, 2019) cover different periods, the corresponding period of the previous year is not indicated. For overseas subsidiaries with no change of accounting period ending December, their accounting period is maintained as 12 months (January 1, 2019 to December 31, 2019).

(2) Consolidated financial position

Total assets Net assets Shareholders' equity ratio Net assets per shareMillions of yen Millions of yen % Yen

As of December 31, 2019

As of March 31, 2019

(Reference) Shareholders' equity: As of December 31, 2019: 23,910 million yen As of March 31, 2019: 17,918 million yen

(3) Consolidated cash flows

Millions of yen Millions of yen Millions of yen Millions of yenFiscal year endedDecember 31, 2019Fiscal year endedMarch 31, 2019

2. Dividends

Annual dividends per share

End of firstquarter

End of secondquarter

End of thirdquarter

End of fiscalyear Total

Yen Yen Yen Yen Yen Millions of yen %Fiscal year endedMarch 31, 2018 - 0.00 -

Fiscal year endedDecember 31, 2019

0.00 0.00 -

Fiscal year endingDecember 31, 2020(Forecast)

- - -

(Notes) 1. The end of the accounting perod has been changed from March 31 to December from the fiscal year ended December 31, 2019.Along with this change, the dividend record date is changed to December 31 and the interim dividend date is changed to June 30.Supplimentary rules are settled as a provisional measure. 2. The dividend forecast for the fiscal year ending December 31, 2020 is undecided.3. Forecast of Consolidated Financial Results for the Fiscal Year Ending December 31, 2020

(January 1, 2020 through December 31, 2020)*% represents: comparision with corresponding quarter/year

Net sales Operating income (loss) Ordinary income (loss)

Millions of yen % Millions of yen % Millions of yen % Millions of yen %Six months endingJune 30, 2020 (cumulative) 12,175 - - (1,429) - 141 -

Fiscal year endingDecember 31, 2020 28,629 - - (721) - 703 -

March 19, 2020

Consolidated Financial Results for the Fiscal Year Ended December 31, 2019

Stock Listing Tokyo Stock Exchnage the First SectionCode Number 6274Representative Osamu Ishioka, President and Representative DirectorContact Person Takuya Mori, DirectorPhone Number +81-3-5937-6404

March 19, 2020

Operating incometo net sales

Supplemental Materials for ConsolidatedFinancial Results Yes

Note: The determination of the provisional accounting process pertaining to the business combination is conducted under the fiscal yearended December 31, 2019. For the fiscal year ended March 2019, it is calculated based on the figure reflecting significant review of initiallyallocated amounts of the acquisition costs by the determinationof the provisional accounting processes.

Net income attributable toowners of parent

(3,932) (4,296)

Presentation Meeting for ConsolidatedFinancial Result

Yes (for securities analysts)

(3,187) (3,221)

Earnings per share-diluted

Net income toshareholders' equity

Ordinary incometo toal assets

Yen Yen

(117.64) - (20.5) (28.1)

(177.16) - (16.3) (12.6) (28.4)

(12.7)

36,584 23,910 65.4 538.84

24,348 17,918 73.6 985.12

From operatingactivities

From investingactivities

From financingactivities

Cash and cash equivalents at end of period

(136) (5,337) 8,739 7,276

(2,839) (2,118) 2,800 4,027

Total amountof dividends

(Annual)

Ratio of totalamount of

dividends tonet assets

(Consolidated)Record date

%

0.00 - 0.00 - -

Payout ratio(Consolidated)

(872) 15.84

- - 0.00 - -

- - -

Net income attributableto owners of parent

Earnings pershare-basic

Yen

(1,505) 3.18

Page 2: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

* Notes(1) Changes in significant subsidiaries during the fiscal year ended December 31, 2019

(Changes in specified subsidiaries resulting in changes in the scope of consolidation) : Yes

1) Changes in accounting policies arising from revision of accounting standards: Yes2) Changes in accouning policies arising from other factors:None3) Changes in accounting estimates : None4) Restatement for correction of errors: None

(3) Number of shares outstanding (Common stock)1) Number of sharesoutstanding at end of period, including treasury shares:

Fiscal year ended December 31, 2019 sharesFiscal year ended March 31, 2019 shares

2) Number of shares of treasury shares at the end of the periods :Fiscal year ended December 31, 2019 sharesFiscal year ended March 31, 2019 shares

3) Average number of shares during period :Fiscal year ended December 31, 2019 sharesFiscal year ended March 31, 2019 shares

(Reference) Summary of Non-consolidated Financial Results(Amounts are rounded off to nearest million yen)

1. Non-consolidated Financial Results for the Fiscal Year ended December 31, 2019 (from April 1, 2019 to December 31, 2019)(1) Non-consolidated Operating Results

(% change compared with the corresponding period of the previous fiscal year)

Millions of yen % Millions of yen % Millions of yen % Millions of yen %

2,001 - (1,015) - (816) - (827) -

8,256 (41.5) (2,975) - (2,207) - (2,171) -

(Note) There is a significant gap between results of the last fiscal year and of the fiscal year under review, since the Company moved to a holding company structure as of July 1, 2019. In addition, the accounting period of the fiscal year ended December 31, 2019 has become 9 months (April 1, 2019 through December 31, 2019) due to the change of fiscal year-end. Along with these changes, year-on year rate is omitted because there is a certain difficulty to conduct an appropriate comparision with corresponding period.

(2) Non-consolidated Financial Position

*This report is not subject to audit procedures

*Explanation regarding the appropriate use of projections and other special notes

Ordinary income (loss) Net income (loss)

(2) Changes in accounting policies, changes in accounting estimates and restatement for correction of errors

46,225,60020,047,500

1,852,0351,858,876

36,516,711

Earnings per share-diluted

18,182,654

Net sales Operating income (loss)

Fiscal year endedDecember 31, 2019Fiscal year endedMarch 31, 2019

Earnings per share-basicYen Yen

Fiscal year endedDecember 31, 2019 (22.66) -

Fiscal year endedMarch 31, 2019 (119.42) -

Total assets Net assets Shareholders' equity ratio Net assets per share

Millions of yen Millions of yen % Yen

(Reference) Shareholders' equity: As of Decemebr 31, 2019: 26,544 million yen As of March 31, 2019: 17,119 million yen

(Notes for the forward-looking statements)The forward looking statements such as business results forecast contained in this document are based on information available to the Company andcertain assumptions deemed reasonable as of the date of this document and the Company does not guarantee that such forecast will be achieved. Actualbusiness results may differ substantially due to a number of factors.( Obtaining supplemental materials for financial documents)Supplemental materials for the financial documents is scheduled to be released on the Company’s web site.

As of December 31,2019 34,342 26,544 77.3 598.19

As of March 31, 2019 22,353 17,119 76.6 941.17

Page 3: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Contents of Attachment

1.Operating Results and Financial Position --------------------------------------------------------------------------------- 2

(1) Analysis of Operating Results ------------------------------------------------------------------------------------------- 2

(2) Analysis of Financial Position ------------------------------------------------------------------------------------------- 3

(3) Analysis of Cash Flows -------------------------------------------------------------------------------------------------- 3

(4) Basic Policy on Distribution of Profits and Dividend Payments --------------------------------------------------- 3

(5) Prospects -------------------------------------------------------------------------------------------------------------------- 3

2. Basic Policy on Selection Accounting Standards ------------------------------------------------------------------------ 4

3. Consolidated Financial Statements and Primary Notes ----------------------------------------------------------------- 5

(1) Consolidated Balance Sheets -------------------------------------------------------------------------------------------- 5

(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income ---------------- 7

(3) Consolidated Statements of Changes in Equity ----------------------------------------------------------------------- 9

(4) Consolidated Statements of Cash Flows ----------------------------------------------------------------------------- 11

(5) Notes on Consolidated Financial Statements ------------------------------------------------------------------------ 12

Notes on Going-concern Assumption -------------------------------------------------------------------------------- 12

Changes in Significant Subsidiaries ---------------------------------------------------------------------------------- 12

Changes in Accounting Policies -------------------------------------------------------------------------------------- 12

Changes in Presentation ------------------------------------------------------------------------------------------------ 12

Additional Information ------------------------------------------------------------------------------------------------- 13

Notes to Significant Changes in the Amounts of Shareholders’ Equity ----------------------------------------- 14

Notes on Business Combination -------------------------------------------------------------------------------------- 14

Per Share Information -------------------------------------------------------------------------------------------------- 17

Significant Subsequent Events ---------------------------------------------------------------------------------------- 17

1

Yamaha Motor Robotics Holdings Co., Ltd.

Page 4: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Yamaha Motor Robotics Holdings Co., Ltd.

1. Operating Results and Financial PositionIn the fiscal year ended December 31, 2019, the Company implemented a capital increase through a third-partyallotment to Yamaha Motor Co., Ltd. (hereinafter “Yamaha Motor”) and became a subsidiary of Yamaha Motor.APIC YAMADA CORPORATION (hereinafter “Apic Yamada”) and its subsidiaries have also been included in thescope of consolidation after the acquisition of Apic Yamada’s shares by the Company. In addition, the Companyconducted a company split as the split company, and transitioned to a group structure whereby the Company hasbecome a holding company. With this split, the Company changed its trade name to “Yamaha Motor RoboticsHoldings Co., Ltd.” and continues to operate as a listed company, while the newly established company retained itsoriginal trade name and began business operations as “SHINKAWA LTD.” (hereinafter “Shinkawa”).

(1) Analysis of Operating ResultsThe Company has changed the end of its fiscal year from March 31 to December 31 by a resolution at theExtraordinary General Meeting of Shareholders held on April 26, 2019. As a result, since the fiscal year endedDecember 31, 2019 covers the 9 month period from April 1, 2019 to December 31, 2019 and comparative periodfor the previous fiscal year (from April 1, 2018 to March 31, 2019) differs, the increase-decrease rate percentchange compared with the previous fiscal year is not provided.For overseas consolidated subsidiaries with a fiscal year-end in December, the consolidation period remainsunchanged and covers the 12 month period from January 1, 2019 to December 31, 2019.During the fiscal year ended December 31, 2019, the global economic environment maintained moderate growthoverall, although its outlook remained uncertain mainly due to the US-China trade friction and a slowdown in theChinese economy.In the semiconductor industry, demand for IoT, the system for connecting everything over the Internet, and next-generation communication standards (5G) related products are expected to show stable and steady growth in themedium to long term. However, the semiconductor manufacturing equipment market was sluggish in the fiscal yearended December 31, 2019, due to a slowdown in the smartphone market and the reduced appetite for capitalinvestment by Chinese enterprises.In this business environment, the Company conducted a business integration with Yamaha Motor and Apic Yamadaand formulated a new medium-term management plan which ends in the fiscal year ending December 31, 2021, inorder to promptly realize its potential to “provide a total solution that exceeds our customers’ expectation as the‘Turn-Key provider in the field of semiconductor back-end processing and electronic component mounting (Note)’with a view of technological integration between electronic component mounters and semiconductor manufacturingequipment.” In the fiscal year ended December 31, 2019, the first year of the medium-term management plan, theCompany implemented structural reforms, reorganized domestic and overseas bases, and optimized the personnelstructure to lower fixed costs.(Note) To provide a set of manufacturing process equipment for the series of semiconductor back-end processingand electronic component manufacturing processes. Furthermore, to propose and provide overall optimizationsolutions for the entire process when the multiple manufacturing processes are recognized as a single process.As for the consolidated business performance for the fiscal year ended December 31, 2019, net sales totaled 13,997million yen. An operating loss of 3,932 million yen and an ordinary loss of 3,863 million yen were recorded. As aresult, net loss attributable to owners of parent of 4,296 million yen was recorded.Net sales increased as a result of newly including Apic Yamada and its subsidiaries within the scope ofconsolidation. On the other hand, however, operating loss increased due to the operating loss incurred by ApicYamada and its subsidiaries, a decline in profit margins due to changes in sales composition, and an increase inamortization of goodwill.In addition, net loss attributable to owners of parent increased due to the recording of expenses related to structuralreforms.

The Group develops its business activities in one type of business, and the decision making of the Group on the

2

Page 5: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Yamaha Motor Robotics Holdings Co., Ltd.

distribution of management resources is carried out through comprehensive reviews of current businesses. Accordingly, segment information of the Group is omitted because the Group operates in only one business segment, thereby making segmentation unnecessary.

(2) Analysis of Financial PositionTotal assets increased 12,236 million yen from the end of the previous fiscal year to 36,584 million yen. Currentassets increased by 5,298 million yen to 20,758 million yen mainly as a result of newly including Apic Yamada andits subsidiaries within the scope of consolidation. Non-current assets increased by 6,938 million yen to 15,826million yen due primarily to recording 5,203 million yen in goodwill in connection with the acquisition of shares ofApic Yamada.Total liabilities increased by 6,244 million yen to 12,674 million yen owing to an increase in short-term loanspayable by 4,400 million yen mainly as a result of newly including Apic Yamada and its subsidiaries within thescope of consolidation.Total net assets increased 5,992 million yen to 23,910 million yen due to the capital increase through a third-partyallotment to Yamaha Motor, etc. As a result, the equity ratio at the end of the current period was 65.4%.Additionally, the provisional accounting process pertaining to the business combination of PFA Corporationconducted on June 1, 2018 was determined in the fiscal year ended December 31, 2019. Comparisons with theprevious fiscal year and related analysis are prepared based on figures that have been reviewed as a result of thedetermination of the provisional accounting processes.

(3) Analysis of Cash FlowsCash and cash equivalents at the end of the fiscal year ended December 31, 2019 increased by 3,249 million yenfrom the end of the previous fiscal year to 7,276 million yen.The cash flow situation for the fiscal year ended December 31, 2019, was as follows.Net cash used in operating activities totaled 136 million yen for the fiscal year ended December 31, 2019. Majorcomponents included 4,226 million yen in loss before income taxes despite posting a decrease in inventories of3,208 million yen.Net cash used in investing activities totaled 5,337 million yen. Major components included purchase of shares ofsubsidiaries resulting in change in scope of consolidation of 5,461 million yen.Net cash provided by financing activities totaled 8,739 million yen. Major components included repayments oflong-term loans payable of 1,804 million yen despite posting proceeds from issuance of shares of 10,001 millionyen.

(4) Basic Policy for Distribution of Profits and Dividend PaymentsThe Company regards the return of profits to shareholders as an important managerial issue and has a basic policyof maintaining stable dividends, while at the same time considering a return of profits that reflects financial results.The Company’s basic policy is to pay dividends twice a year, an interim dividend and a year-end dividend. Thedecision-making bodies for the distribution of retained earnings are the General Meeting of Shareholders for theyear-end dividend and the Board of Directors for the interim dividend. In its Articles of Incorporation, theCompany stipulates that it may, by a resolution of the Board of Directors, pay interim dividends in accordance withthe provisions of Article 454, Paragraph 5 of the Companies Act with the base date of June 30 each year.After comprehensively considering the business performance, financial situation, and future reforms of the incomestructure in the current fiscal year, the Company has regrettably determined that no dividends will be paid.

(5) ProspectsThe Company changed its fiscal year-end from March 31 to December 31 from the fiscal year ended December 31,2019 and, as a result, the period comprising the fiscal year ended December 31, 2019 is a transitional period of 9months from April 1, 2019 to December 31, 2019. Since the periods available for comparison differ, the increase-

3

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Yamaha Motor Robotics Holdings Co., Ltd.

decrease rate percent change compared with the corresponding period of the previous fiscal year is not provided. In the semiconductor and electronic component industries, investment in manufacturing equipment is expected to remain stable due to growing demand for next-generation communication standards (5G) and related products. For the next fiscal year (fiscal year ending December 31, 2020), the Company projects net sales of 28,629 million yen, an operating loss of 872 million yen, an ordinary loss of 721 million yen, and a net loss attributable to owners of parent of 703 million yen. As part of the structural reforms announced in the “Notice of Implementation of Structural Reforms” on August 7, 2019, the Company intends to sell off some non-current assets as deemed necessary, as a result of which the Company expects to record gain on sales of non-current assets under extraordinary income. However, as the amount thereof has not yet been confirmed, it will be announced as soon as it has been determined. The expected foreign exchange rate is 105 yen per U.S. dollar. The above forecast is based on information available to the Company as of the date of this document. Actual business results may differ substantially due to a number of factors.

2. Basic Policy on the Selection of Accounting StandardsThe Group’s consolidated financial statements are prepared on the basis of Japanese accounting standards takingaccount of the comparability of financial statements between periods and between companies. Regarding theapplication of the International Financial Reporting Standards, the Group will appropriately respond uponconsideration of the circumstances at home and abroad.

4

Page 7: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Consolidated Financial Statements and Primary Notes(1) Consolidated Balance Sheets

Millions of yenAs of

March 31, 2019As of

December 31, 2019Assets

Current assetsCash and deposits 4,186 7,317Notes and accounts receivable - trade 2,823 4,608Merchandise and finished goods 3,143 3,144Work in process 3,501 4,101Raw materials and supplies 940 997Other 870 604Allowance for doubtful accounts (3) (14)Total current assets 15,460 20,758

Non-current assetsProperty, plant and equipment

Buildings and structures 12,806 18,400 Accumulated depreciation (11,303) (16,272) Accumulated impairment loss (9) (112) Buildings and structures, net 1,494 2,016

Machinery, equipment and vehicles 2,010 5,012 Accumulated depreciation (1,657) (4,145) Accumulated impairment loss ― (222) Machinery, equipment and vehicles, net 353 645

Land 3,686 4,090Construction in progress 24 244Other 1,640 2,501

Accumulated depreciation (1,538) (2,329) Accumulated impairment loss ― (12) Other, net 101 160

Total property, plant and equipment 5,657 7,156Intangible assets

Goodwill 708 5,203Other 134 234Total intangible assets 842 5,437

Investments and other assets Investment securities 1,838 2,912

Long-term loans receivable 51 48 Deferred tax assets 77 41

Other 461 274Allowance for doubtful accounts (38) (41)Total investments and other assets 2,389 3,233

Total non-current assets 8,889 15,826 Total assets 24,348 36,584

As of March 31, 2019 and December 31, 2019

Yamaha Motor Robotics Holdings Co., Ltd.

5

Page 8: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Millions of yenAs of

March 31, 2019As of

December 31, 2019Liabilities

Current liabilities Notes and accounts payable - trade 1,098 1,933 Short-term loans payable 1,900 6,300 Current portion of long-term loans payable 200 ― Income taxes payable 80 82 Provision for product warranties 116 135 Provision for bonuses 310 179

Provision for business structure improvement ― 35Other 885 2,127Total current liabilities 4,589 10,790

Non-current liabilities Long-term loans payable 700 ― Retirement benefit liability 879 1,209 Deferred tax liabilities 255 384

Other 6 290Total non-current liabilities 1,841 1,883

Total liabilities 6,430 12,674Net assets

Shareholders' equityCapital stock 8,360 13,360Capital surplus 8,907 13,907Retained earnings 3,055 (1,256)Treasury shares (3,124) (3,112)Total shareholders' equity 17,198 22,898

Accumulated other comprehensive incomeValuation difference on available-for-sale securities 544 813Foreign currency translation adjustment 217 129Remeasurements of defined benefit plans (41) 70Total accumulated other comprehensive income 720 1,012

Total net assets 17,918 23,910Total liabilities and net assets 24,348 36,584

Yamaha Motor Robotics Holdings Co., Ltd.

6

Page 9: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Fiscal year ended March 31, 2019 and December 31, 2019

Consolidated Statements of Income

Millions of yen

Fiscal year endedMarch 31, 2019

(April 1, 2018 throughMarch 31, 2019)

Fiscal year endedDecember 31, 2019

(April 1, 2019 throughDecember 31, 2019)

Net sales 11,220 13,997Cost of sales 8,652 11,887Gross profit 2,567 2,111Selling, general and administrative expenses 5,755 6,042Operating loss (3,187) (3,932)Non-operating income

Interest income 10 6Dividend income 48 47Rent income 13 21Foreign exchange gains 10 40Reversal of allowance for doubtful accounts 11 ―

Other 12 55Total non-operating income 103 169

Non-operating expensesInterest expenses 15 45Share of loss of entities accounted for using equity method ― 48Other 0 7Total non-operating expenses 15 100

Ordinary loss (3,099) (3,863)Extraordinary Income

Gain on sales of non-current assets ― 15Total extraordinary income ― 15

Extraordinary lossesLoss on sales of non-current assets 2 ―

Loss on retirement of non-current assets 4 9Loss on sales of investment securities ― 13Impairment loss 9 ―

Loss on valuation of golf club memberships 24 ―

Business structure improvement expenses ― 357Total extraordinary losses 39 378

Loss before income taxes (3,139) (4,226)Income taxes - current 78 16Income taxes - deferred 5 54Total income taxes 83 70Loss (3,221) (4,296)Loss attributable to owners of parent (3,221) (4,296)

(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

Yamaha Motor Robotics Holdings Co., Ltd.

7

Page 10: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Fiscal year endedMarch 31, 2019

(April 1, 2018 throughMarch 31, 2019)

Fiscal year endedDecember 31, 2019

(April 1, 2019 throughDecember 31, 2019)

Loss (3,221) (4,296)Other comprehensive income

Valuation difference on available-for-sale securities (400) 268Foreign currency translation adjustment 14 (62)Remeasurements of defined benefit plans, net of tax (33) 111Share of other comprehensive income of entities accounted forusing equity method ― (26)

Total other comprehensive income (419) 292Comprehensive income (3,640) (4,004)Comprehensive income attributable to

Comprehensive income attributable to owners of parent (3,640) (4,004)Comprehensive income attributable to non-controlling interests ― ―

Consolidated Statements of Comprehensive Income

Millions of yen

Yamaha Motor Robotics Holdings Co., Ltd.

8

Page 11: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

(3) Consolidated Statements of Changes in Equity Fiscal year ended March 31, 2019 (April 1, 2018 through March 31, 2019)

Millions of yen

Shareholders' equity

Capital stock Capital surplus Retained earnings Treasury shares Total shareholders'equity

8,360 8,907 6,289 (3,150) 20,406

Cumulative effects of changes inaccounting policies - -

8,360 8,907 6,289 (3,150) 20,406

Changes of items during period

Issuance of new shares - - -

Loss attributable to owners ofparent (3,221) (3,221)

Purchase of treasury shares (0) (0)

Disposal of treasury shares (0) (13) 27 14

Net changes of items other thanshareholders' equity

Total changes of items during period - (0) (3,234) 26 (3,208)

Balance at end of current period 8,360 8,907 3,055 (3,124) 17,198

Other accumulated comprehensive income

Valuation differenceon available-for-sale

securities

Foreign currencytranslationadjustment

Remeasurements ofdefined benefit plans

Total accumulatedother comprehensive

income

944 203 (9) 1,139 21,545

Cumulative effects of changes inaccounting policies -

944 203 (9) 1,139 21,545

Changes of items during period

Issuance of new shares -

Loss attributable to owners ofparent (3,221)

Purchase of treasury shares (0)

Disposal of treasury shares 14

Net changes of items other thanshareholders' equity (400) 14 (33) (419) (419)

Total changes of items during period (400) 14 (33) (419) (3,626)

Balance at end of current period 544 217 (41) 720 17,918

Restated balance

Balance at beginning of current period

Total net assets

Balance at beginning of current period

Restated balance

Millions of yen

Yamaha Motor Robotics Holdings Co., Ltd.

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Fiscal year ended Decemebr 31, 2019 (April 1, 2019 through December 31, 2019)

Shareholders' equity

Capital stock Capital surplus Retained earnings Treasury sahres Total shareholders'equity

8,360 8,907 3,055 (3,124) 17,198

Cumulative effects of changes inaccounting policies (7) (7)

8,360 8,907 3,048 (3,124) 17,191

Changes of items during period

Issuance of new shares 5,000 5,000 10,000

Loss attributable to owners ofparent (4,296) (4,296)

Purchase of treasury shares (0) (0)

Disposal of treasury shares - (9) 12 3

Net changes of items other thanshareholders' equity

Total changes of items during period 5,000 5,000 (4,305) 12 5,707

Balance at end of current period 13,360 13,907 (1,256) (3,112) 22,898

Other accumulated comprehensive income

Valuation differenceon available-for-sale

securities

Foreign currencytranslationadjustment

Remeasurements ofdefined benefit plans

Total accumulatedother comprehensive

income

544 217 (41) 720 17,918

Cumulative effects of changes inaccounting policies (7)

544 217 (41) 720 17,912

Changes of items during period

Issuance of new shares 10,000

Loss attributable to owners ofparent (4,296)

Purchase of treasury shares (0)

Disposal of treasury shares 3

Net changes of items other thanshareholders' equity 268 (88) 111 292 292

Total changes of items during period 268 (88) 111 292 5,999

Balance at end of current period 813 129 70 1,012 23,910

Millions of yen

Balance at beginning of current period

Restated balance

Balance at beginning of current period

Restated balance

Millions of yen

Total net assets

Yamaha Motor Robotics Holdings Co., Ltd.

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Page 13: Consolidated Financial Results for the Fiscal Year Ended ...APIC YAMADA CORPORATION hereinafter ( “Apic Yamada”) and its subsidiaries have also been included in the scope of consolidation

Fiscal year ended March 31, 2019 and December 31, 2019

Fiscal year endedMarch 31, 2019

(April 1, 2018 throughMarch 31, 2019)

Fiscal year endedDecember 31, 2019

(April 1, 2019 throughDecember 31, 2019)

Cash flows from operating activitiesLoss before income taxes (3,139) (4,226)Depreciation 579 598Impairment loss 9 ―

Amortization of goodwill 125 326Share of loss (profit) of entities accounted for using equity method ― 48Increase (decrease) in allowance for doubtful accounts (11) 11Increase (decrease) in provision for bonuses 48 (197)Increase (decrease) in retirement benefit liability (6) 8Increase (decrease) in other provision (179) (14)Interest and dividend income (58) (53)Interest expenses 15 45Foreign exchange losses (gains) (10) (38)Loss (gain) on sales of non-current assets 2 (15)Loss on retirement of non-current assets 4 9Loss (gain) on sales of investment securities ― 13Loss on valuation of golf club memberships 24 ―

Business structure improvement expenses ― 357Decrease (increase) in notes and accounts receivable-trade 2,499 535Decrease (increase) in inventories (2,141) 3,208Increase (decrease) in notes and accounts payable-trade (522) (723)Other, net (22) (22)Subtotal (2,782) (130)Interest and dividend income received 58 53Interest expenses paid (12) (46)Income taxed paid (103) (14)Net cash provided by (used in) operating activities (2,839) (136)

Cash flows from investing activitiesPayments into time deposits (200) (172)Proceeds from withdrawal of time deposits 303 540Purchase of property, plant and equipment (527) (270)Proceeds from sales of property, plant and equipment 0 16Purchase of intangible assets (22) (39)Proceeds from sales of investment securities ― 57Purchase of shares of subsidiaries resulting in change in scope of consolidation (1,565) (5,461)Other payments (144) (78)Other proceeds 35 70Net cash provided by (used in) investing activities (2,118) (5,337)

Cash flows from financing activitiesNet increase (decrease) in short-term loans payable 1,900 640Processds from long-term loans payable 1,000 ―

Repayments of long-term loans payable (100) (1,804) Proceeds from issuance of common shares ― 10,001Purchase of treasury shares (0) (0)Other payments ― (98)Net cash provided by (used in) financing activities 2,800 8,739

Effect of exchange rate change on cash and cash equivalents (25) (16)Net increase (decrease) in cash and cash equivalents (2,183) 3,249Cash and cash equivalents at beginning of period 6,210 4,027Cash and cash equivalents at end of period 4,027 7,276

(4) Consolidated Statements of Cash Flows

Millions of yen

Yamaha Motor Robotics Holdings Co., Ltd.

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Yamaha Motor Robotics Holdings Co., Ltd.

(5) Notes on Consolidated Financial Statements(Notes on Going Concern Assumption)Not applicable

(Changes in Significant Subsidiaries) From the fiscal year ended December 31, 2019, Apic Yamada and its subsidiaries are included in the scope of consolidation after the acquisition of shares by the Company. The Company made Apic Yamada a wholly-owned subsidiary by acquiring one-hundred percent ownership of common shares of Apic Yamada (excluding those Apic Yamada owns) on August 1, 2019. As a result of a tender offer, Apic Yamada was delisted on July 30, 2019.

(Changes in Accounting Policies) (Application of IFRS 16 “Leases”) IFRS 16 “Leases” has been applied from the fiscal year ended December 31, 2019, excluding the Company and domestic subsidiaries that adopt JGAAP and subsidiaries in North America that adopt USGAAP. Due to this application, lessees, in principle, record all leases as assets and liabilities on the balance sheets. There are no significant changes to lessor accounting. In applying the accounting standard, retained earnings, related items in non-current assets and liabilities have been adjusted for the cumulative effects of the application at the beginning of the fiscal year ended December 31, 2019, in line with the transitional treatment of the standard. The effect of this adjustment on the balance of retained earnings at the beginning of the current period is immaterial. As a result, non-current assets were 132 million yen, “other” in current liabilities were 55 million yen, and “other” in non-current liabilities were 85 million yen greater, respectively, than if the former accounting standard was applied for the fiscal year ended December 31, 2019. The effect of this adjustment on operating loss for the fiscal year ended December 31, 2019, ordinary loss, net loss before income taxes, and net loss, is immaterial.

(Changes in Presentation) (Consolidated Balance Sheets) “Electronically recorded monetary claims,” which were presented separately in “current assets” in the fiscal year ended March 31, 2019 have been included in “notes and accounts receivable - trade” in the fiscal year ended December 31, 2019, due to a decrease in materiality. Items on the consolidated financial statements for the fiscal year ended March 31, 2019 were reclassified to reflect this change in presentation. As a result, 3 million yen in “electronically recorded monetary claims” listed in “current assets” in the consolidated balance sheets for the fiscal year ended March 31, 2019, has been reclassified under 2,823 million yen in “notes and accounts receivable – trade.” In addition, 1,098 million yen in “accounts payable – trade” listed in “current liabilities” in the consolidated balance sheets for the fiscal year ended March 31, 2019, has been listed as 1,098 million yen in “notes and accounts payable – trade” from the fiscal year ended December 31, 2019, in order to improve the comparability of consolidated financial statements.

(Consolidated Statements of Cash Flows) “Loan advances,” which were presented separately in “cash flows from investing activities” in the fiscal year ended March 31, 2019 have been included in “other payments” in the fiscal year ended December 31, 2019, due to a decrease in materiality. In addition, “collection of loans receivable,” which was presented separately in “cash flows from investing activities” in the fiscal year ended March 31, 2019, have been included in “other proceeds” in the fiscal year ended December 31, 2019, due to a decrease in materiality. Items on the consolidated financial statements for the fiscal year ended March 31, 2019 were reclassified to reflect this change in presentation. As a result, (12) million yen in “loan advances” listed in “cash flows from investing activities” in the consolidated

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Yamaha Motor Robotics Holdings Co., Ltd.

balance sheets for the fiscal year ended March 31, 2019, has been reclassified and presented under (144) million yen in “other payments.” In addition, 25 million yen in “collection of loans receivable” listed in “cash flows from investing activities” in the consolidated balance sheets for the fiscal year ended March 31, 2019, has been reclassified and presented under 35 million yen in “other proceeds.” (Additional Information) (Implementation of Structural Reforms) As part of structural reforms based on the medium-term management plan, as announced in the “Notice of Establishment of Medium-term Management Plan” on August 7, 2019, the Company has decided to implement a reorganization of domestic and overseas production bases and optimize the personnel structure in order to build corporate strength that is not affected by the volatile market conditions of the semiconductor industry and to build a system that ensures profitability even in times of decreased demand. In the fiscal year ended December 31, 2019, the Company recorded a loss on business restructuring improvement of 54 million yen and 187 million yen, respectively, for expenses involved in the reorganization of domestic and overseas bases, and extraordinary losses of 115 million yen for expenses involved in soliciting the voluntary retirement of employees. (Reorganization of Domestic and Overseas Production Bases) The Musashimurayama Factory of Shinkawa, a consolidated subsidiary of the Company, is expected to be closed within the first half of 2020. Production sites of die bonders and flip-chip bonders will be transferred to the city of Hamamatsu and the production lines will be outsourced to Yamaha Motor, the Company's parent company, which runs integrated production lines of its Robotics Operations in the city. In addition, the production of wire bonders will be concentrated at Shinkawa Manufacturing Asia Co., Ltd., a consolidated subsidiary of the Company located in Thailand. Furthermore, the Company will establish a new Hamamatsu Office for Shinkawa at the site of Yamaha Motor’s Robotics Operations and relocate part of the design and development functions to this office. In the fiscal year ended December 31, 2019, the Company recorded 54 million yen for expenses involved in employee relocation, etc. The Company is in the process of reorganizing some production, sales, and service bases of overseas consolidated subsidiaries. As such, in the fiscal year ended December 31, 2019, the Company recorded 17 million yen in expenses mainly for the consolidation of production bases in Thailand and 171 million yen for expenses involved in employee retirement from the dissolution of Apic Yamada Technology (Shanghai) Co., Ltd., the Company’s production, sales, and service base in China.

(Results of Solicitation for Voluntary Retirement) The solicitation for voluntary retirement was conducted as per below, and has been closed as of September 30, 2019. 1. Outline of solicitation for voluntary retirement

(1) Eligible persons: Employees related to structural reforms (production concentration) of bonding manufacturing at SHINKAWA LTD. and SHINKAWA Technologies Ltd.

(2) Target number of applicants: Approximately 70 (3) Application period: From September 24, 2019, to September 30, 2019 (4) Date of retirement: December 31, 2019 (5) Preferential treatment: An additional retirement allowance will be paid in addition to the ordinary

retirement benefit (6) Support measures: Re-employment support services will be provided through re-employment

support companies on request 2. Results of solicitation for voluntary retirement

Number of applicants: 73

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Yamaha Motor Robotics Holdings Co., Ltd.

3. OtherWith regard to expenses resulting from the implementation of these measures, 276 million yen was incurred forexpenses involved in additional retirement allowances and re-employment support, but due to the Companyrecording 160 million yen in collective amortization of unrealized actuarial differences involved in massretirement and the reversal of retirement benefit obligations involved in mass retirement, the Company recordedextraordinary losses of 115 million yen in the fiscal year ended December 31, 2019.

(Notes to Significant Changes in the Amounts of Shareholders’ Equity) Previous fiscal year (from April 1, 2018 to March 31, 2019) Not applicable

Current fiscal year (from April 1, 2019 to December 31, 2019) Significant Changes in Shareholders’ Equity The total number of outstanding shares of the Company increased by 26,178,100 shares due to the capital increase through a third-party allotment to Yamaha Motor on June 24, 2019. As a result, in the fiscal year ended December 31, 2019, capital stock and capital surplus each increased by 5,000 million yen, resulting in a total of 13,360 million yen and 13,907 million yen, respectively.

(Notes on Business Combination) (Determination of Provisional Accounting Process Pertaining to Business Combination) Provisional processing was conducted in the fiscal year ended March 31, 2019, for the transfer of all shares of Pioneer FA Corporation (now known as PFA Corporation) from Pioneer Corporation on June 1, 2018, but the final determination was made in the fiscal year ended December 31, 2019. With this determination of the provisional accounting process, comparative information included in the consolidated financial statements of the fiscal year ended March 31, 2019, has been revised to reflect the significant review of initially allocated amounts of the acquisition costs, and some of the amount recorded as goodwill has been reclassified. As a result, the provisional calculation of 570 million yen in goodwill increased by 263 million yen due to the determination of the accounting process, resulting in a total of 833 million yen. In addition, at the end of the fiscal year ended March 31, 2019, land decreased by 143 million yen, buildings and structures decreased by 155 million yen, goodwill increased by 223 million yen, other in intangible assets increased by 53 million yen, and retained earnings decreased by 39 million yen.

(Business Combination through Acquisition) (1) Outline of business combination

1) Name and business description of acquired companyName of acquired company APIC YAMADA CORPORATIONBusiness description Manufacturing and selling of electronic component assembly equipment

and electronic components 2) Main reason for the business combination

The Company has determined that the business integration of Yamaha Motor, Apic Yamada, and theCompany, based on a business integration agreement signed by the three companies on February 12,2019, will enable the Company to provide a set of manufacturing process equipment for the series ofsemiconductor back-end processing and electronic component manufacturing processes, and propose andprovide overall optimization solution for the entire process when the multiple manufacturing processesare recognized as a single process, and thereby contribute to improving the corporate value of eachcompany.

3) Date of business combination

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Yamaha Motor Robotics Holdings Co., Ltd.

June 27, 2019 (deemed acquisition date: June 30, 2019) Acquisition of control August 1, 2019 (deemed acquisition date: July 1, 2019) Additional share acquisition

4) Legal form of business combinationShare acquisition paid in cash

5) Name of company after combinationNo change

6) Percentage of voting rights acquiredPercentage of voting rights before the business combination 0.00% Percentage of voting rights acquired on the day of the business combination 92.79% Percentage of voting rights acquired additionally after the business combination 7.21% Percentage of voting rights after the additional acquisition 100.00%

7) Main basis for decision to acquire the companyThe Company paid cash to acquire the shares

(2) Outline of implemented accounting processIn accordance with the “Accounting Standard for Business Combinations” (ASBJ Statement No. 21,September 13, 2013) and the “Guidance on Accounting Standard for Business Combinations and AccountingStandard for Business Divestitures” (ASBJ Guidance No. 10, September 13, 2013), the Company treats thisseries of share acquisitions as a single unified transaction and calculates goodwill related to interestsadditionally acquired after the business combination as if this goodwill was recorded at the time of businesscombination.

(3) Period of the acquired company’s financial results included in the consolidated financial statementsFrom July 1, 2019 to December 31, 2019

(4) Acquisitions costs and form of payment for the acquired companyAcquisition of control Consideration for payment Cash and deposits 6,569 million yen Additional share acquisition Consideration for payment Cash and deposits 510 million yen Acquisition costs 7,079 million yen

(5) Major expenses related to acquisitionRemuneration, commission fees, etc. for advisory services 21 million yen

(6) Amount of goodwill generated, reasons thereof, and method and period of amortization1) Amount of goodwill

4,821 million yen2) Reasons for recognizing goodwill

Since the market value of the net assets of the acquired company fell below the acquisition costs, thedifference was recognized as goodwill.

3) Amortization method and periodStraight-line method over a 12 year period

(7) Assets and liabilities acquired on the day of business combinationCurrent assets 7,885 million yen Non-current assets 2,614 million yen Total assets 10,499 million yen Current liabilities 6,775 million yen Non-current liabilities 1,466 million yen Total liabilities 8,241 million yen

(8) Approximate amounts and calculation method of impact on the consolidated statements of income for thefiscal year ended December 31, 2019, assuming that the business combination has been completed on thecommencement date of the fiscal year

Net sales 2,218 million yen Operating loss 447 million yen

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Yamaha Motor Robotics Holdings Co., Ltd.

Ordinary loss 480 million yen Loss before income taxes 480 million yen Net loss attributable to owners of parent 464 million yen

(Calculation method of approximate amounts) The approximate amounts of impact were determined based on the difference between the information on net sales and profit or loss calculated assuming that the business combination has been completed on the commencement date of the fiscal year and information on net sales and profit or loss stated in the acquired company’s consolidated statements of income. The information mentioned above has not been audited by an audit corporation.

(9) OtherThe Company made Apic Yamada a wholly-owned subsidiary by acquiring one-hundred percent ownershipof common shares of Apic Yamada (excluding those Apic Yamada owns) on August 1, 2019.Provisional accounting process was conducted in the second quarter ended September 30, 2019, and the finaldetermination was made in the fiscal year ended December 31, 2019. The consolidated financial statementsfor the fiscal year ended December 31, 2019 reflect the review of the allocated amounts of acquisition costs,and the provisional calculation of 4,829 million yen in goodwill decreased by 8 million yen due to thedetermination of the accounting process, resulting in a total of 4,821 million yen.

(Transaction under Common Control) (1) Outline of company split

1) Effective date of company splitJuly 1, 2019

2) Method of company splitAn incorporation-type company split in which the Company is the splitting company and the companynewly established by the split company (hereinafter “New Company”) is the successor company.

3) Details of the allotment of shares pertaining to the company splitThe New Company issued 10,000 shares of common stock upon this company split, all of which wereallotted to the split company.

4) Rights and obligations to be assumed by the successor companyAssets, liabilities, contractual status under employment agreements, and other rights and duties relating toall business of the Company were transferred to the New Company except for the functions required as aholding company. However, rights and duties which are inherently difficult to transfer were excluded.

5) Name and business description after company splitSplit company: (Name) Yamaha Motor Robotics Holdings Co., Ltd.

(Business description) Group company management business and asset management business

Successor company: (Name) SHINKAWA LTD. (Business description) Development, manufacturing, and sales of

semiconductor manufacturing equipment (2) Outline of implemented accounting process

In accordance with the “Accounting Standard for Business Combinations,” the “Accounting Standard forBusiness Divestitures,” and the “Guidance on Accounting Standard for Business Combinations andAccounting Standard for Business Divestitures,” the Company processed the merger as a transaction undercommon control.

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Yamaha Motor Robotics Holdings Co., Ltd.

(Per Share Information) Previous fiscal year

(from April 1, 2018 to March 31, 2019)

Current fiscal year (from April 1, 2019 to December 31, 2019)

Net assets per share 985.12 yen 538.84 yen

Net loss per share (177.16) yen (117.64) yen

(Notes) 1. Information on earnings per share - diluted is not presented because there is no dilutive potential of shares and there was a net loss per share.

2. The determination of the provisional accounting process pertaining to the businesscombination was made in the fiscal year ended December 31, 2019. For the fiscal yearended March 31, 2019, the net loss per share and basis for calculation are determinedbased on the figure reflecting a significant review of initially allocated amounts of theacquisition costs after the determination of the provisional accounting processes.

3. The basis for calculation of the profit per share is as follows.Previous fiscal year

(from April 1, 2018 to March 31, 2019)

Current fiscal year (from April 1, 2019 to December 31, 2019)

Net loss attributable to owners of parent (Millions of yen)

(3,221) (4,296)

Amount not attributable to common shareholders (Millions of yen)

― ―

Net loss attributable to owners of parent in shares of common shares (Millions of yen)

(3,221) (4,296)

Average number of shares during the period (Thousands)

18,183 36,517

(Significant Subsequent Events) The Company made a resolution at the Board of Directors meeting held on February 12, 2020 to express its opinion in favor of a tender offer (hereinafter, the “Tender Offer”) made by Yamaha Motor Co., Ltd. (hereinafter, the “Tender Offeror”) for the Company’s common shares (hereinafter, the “Common Shares”) and recommend that the Company’s shareholders accept the Tender Offer. The aforementioned resolution of the Board of Directors was adopted on the assumption that the Tender Offeror intends to make the Company a wholly-owned subsidiary through the Tender Offer and a series of subsequent procedures, and that the Common Shares will be subject to delisting. For details of the Tender Offer, please refer to the “Notice of Tender Offer for the Company’s Shares by Yamaha Motor Co., Ltd., the Controlling Shareholder, and Announcement of Opinion Recommending the Shareholders to Tender Their Shares” released on February 12, 2020.

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