TOKAI CARBON CO., LTD. Securities report
Fiscal year | (January 1 to December 31, |
20232023)
Tokai Carbon Co., Ltd.
(Translation) This document has been translated from the Japanese original for the convenience of overseas stakeholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.
S e c u r i t i e s r e p o r t
- This document has been outputted and printed by adding a table of contents and page numbers to the data contained in the securities report (pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act) that was submitted using the Electronic Disclosure for Investors' NETwork (EDINET) as stipulated in Article 27-30-2 of the Act.
- Appended to the back of this document are the audit report that was attached to the securities report when it was filed using the aforementioned method, and the internal control report and confirmation letter that were filed at the same time as the securities report.
Contents
Securities Report for Fiscal 2023 | ||
4 | Status of Subsidiaries and Associates | 8 |
5 | Employees | 11 |
Section 2 Status of Business | 13 | |
1 | Management Policy, Business Environment and Challenges to be Addressed, etc | 13 |
2 | Sustainability Policy and Initiatives | 14 |
3 | Risk of Business, etc | 14 |
4 | Management's Analysis of Financial Position, Operating Results, and Cash Flows | 22 |
5 | Important Agreements for Operation, etc | 22 |
6 | Research and Development | 23 |
Section 3 Facilities and Equipment | 24 | |
1 | Capital Investment, etc | 24 |
2 | Major Facilities and Equipment | 25 |
3 | Plans for New Installation, Disposal, etc. of Facilities | 27 |
Section 4 Status of the Submitting Company | 28 | |
1 | Status of Shares, etc | 28 |
2 | Acquisition of Treasury Stock, etc | 32 |
3 | Dividend Policy | 33 |
4 | Corporate Governance, etc | 34 |
Section 5 Status of Accounting | 60 | |
1 | Consolidated Financial Statements, etc | 61 |
2 | Financial Statements, etc | 107 |
Section 6 Outline of Stock-related Administration of Submitting Company | 123 | |
Section 7 Reference Information on Submitting Company | 124 | |
1 | Information on Parent of Submitting Company, etc | 124 |
2 | Other Reference Information | 124 |
Part 2 Information on Submitting Company's Surety Company, etc | 125 | |
Audit Report | ||
Confirmation Letter |
[Cover]
[Document submitted] | Securities report |
[Applicable law] | Article 24, Paragraph 1 of the Financial Instruments and Exchange Act |
[Submitted to] | Director of the Kanto Local Finance Bureau |
[Date submitted] | March 28, 2024 |
[Fiscal year] | Fiscal 2023 (from January 1 to December 31, 2023) |
[Company name] | Tokai Carbon Co., Ltd. |
[Company name in English] | TOKAI CARBON CO., LTD. |
[Name and title of representative] | Hajime Nagasaka, President & Chief Executive Officer |
[Address of head office] | 1-2-3, Kita Aoyama, Minato-ku, Tokyo |
[Telephone number] | 03-3746-5100 (Switchboard) |
[Contact person] | Akira Yamada, General Manager, General Affairs Department |
[Nearest place of contact] | 1-2-3, Kita Aoyama, Minato-ku, Tokyo |
[Telephone number] | 03-3746-5100 (Switchboard) |
[Contact person] | Akira Yamada, General Manager, General Affairs Department |
[Place available for public inspection] | Tokai Carbon Co., Ltd. Osaka Branch |
(Osaka Fukoku Seimei Bldg., 2-4 Komatsubaracho, Kita-ku,Osaka-shi, Osaka) | |
Tokai Carbon Co., Ltd. Nagoya Branch | |
(Nagoya International Center Bldg., 1-47-1 Nagono, Nakamura-ku, Nagoya, Aichi) | |
Tokyo Stock Exchange, Inc. | |
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo) |
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Part I Company Information
Section 1 Overview of the Company
1 Key Financial Data
- Consolidated financial data, etc.
Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | |
Fiscal year-end | December 2019 | December 2020 | December 2021 | December 2022 | December 2023 | |
Net sales | (Million | 262,028 | 201,542 | 258,874 | 340,371 | 363,946 |
yen) | ||||||
Ordinary income | (Million | 52,986 | 6,262 | 24,770 | 42,521 | 41,607 |
yen) | ||||||
Net income attributable to | (Million | 31,994 | 1,019 | 16,105 | 22,418 | 25,468 |
owners of the parent company | yen) | |||||
Comprehensive income | (Million | 33,484 | 743 | 39,006 | 56,689 | 67,435 |
yen) | ||||||
Net assets | (Million | 232,975 | 224,815 | 256,570 | 300,868 | 360,103 |
yen) | ||||||
Total assets | (Million | 462,872 | 459,709 | 512,503 | 576,465 | 640,005 |
yen) | ||||||
Net assets per share | (Yen) | 993.84 | 944.16 | 1,075.19 | 1,260.95 | 1,521.89 |
Net income per share | (Yen) | 150.10 | 4.78 | 75.55 | 105.16 | 119.45 |
Diluted net income per share | (Yen) | - | - | - | - | - |
Equity ratio | (%) | 45.8 | 43.8 | 44.7 | 46.6 | 50.7 |
Return on equity | (%) | 16.0 | 0.5 | 7.5 | 9.0 | 8.6 |
Price-to-earnings ratio | (Times) | 7.3 | 269.6 | 16.0 | 10.2 | 8.6 |
Cash flows from operating | (Million | 41,664 | 55,022 | 38,072 | 41,205 | 62,074 |
activities | yen) | |||||
Cash flows from investing | (Million | (99,159) | (44,301) | (35,282) | (49,900) | (47,632) |
activities | yen) | |||||
Cash flows from financing | (Million | 64,568 | 927 | 1,211 | (10,629) | (14,512) |
activities | yen) | |||||
Cash and cash equivalents at | (Million | 46,443 | 57,727 | 64,435 | 49,377 | 56,459 |
end of the period | yen) | |||||
Number of employees | (Persons) | 3,714 | 4,178 | 4,289 | 4,378 | 4,427 |
(Average number of temporary | (457) | (444) | (448) | (434) | (382) | |
employees; excluded) | ||||||
(Notes) 1. Diluted net income per share amount is not shown because there were no dilutive shares. |
2. The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and other standards from the beginning of fiscal 2022. Key financial data for fiscal 2022 and after are those after the application of these accounting standards.
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(2) Financial data, etc. for the submitting company
Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | |
Fiscal year-end | December 2019 | December 2020 | December 2021 | December 2022 | December 2023 | |
Net sales | (Million | 84,543 | 48,915 | 58,646 | 74,570 | 78,106 |
yen) | ||||||
Ordinary income | (Million | 34,687 | 4,758 | 5,926 | 21,230 | 15,068 |
yen) | ||||||
Net income | (Million | 26,511 | 4,349 | 7,126 | 18,607 | 12,450 |
yen) | ||||||
Common stock | (Million | 20,436 | 20,436 | 20,436 | 20,436 | 20,436 |
yen) | ||||||
Total number of shares issued | (Shares) | 224,943,104 | 224,943,104 | 224,943,104 | 224,943,104 | 224,943,104 |
Net assets | (Million | 126,699 | 121,271 | 123,897 | 136,901 | 147,601 |
yen) | ||||||
Total assets | (Million | 304,689 | 305,707 | 327,488 | 336,648 | 355,271 |
yen) | ||||||
Net assets per share | (Yen) | 594.41 | 568.89 | 581.18 | 642.14 | 692.26 |
Dividend per share | (Yen) | 48.00 | 30.00 | 30.00 | 30.00 | 36.00 |
(Interim dividend per share) | (24.00) | (15.00) | (15.00) | (15.00) | (18.00) | |
Net income per share | (Yen) | 124.38 | 20.40 | 33.43 | 87.28 | 58.40 |
Diluted net income per share | (Yen) | - | - | - | - | - |
Equity ratio | (%) | 41.6 | 39.7 | 37.8 | 40.7 | 41.5 |
Return on equity | (%) | 22.7 | 3.5 | 5.8 | 14.3 | 8.8 |
Price-to-earnings ratio | (Times) | 8.8 | 63.2 | 36.1 | 12.3 | 17.6 |
Dividend payout ratio | (%) | 38.6 | 147.0 | 89.7 | 34.4 | 61.6 |
Number of employees | 769 | 778 | 760 | 763 | 779 | |
(Average number of | (Persons) | |||||
temporary employees; | (224) | (203) | (203) | (206) | (190) | |
excluded) | ||||||
Total shareholder return | (%) | 91.6 | 109.6 | 105.4 | 97.0 | 96.1 |
(Comparative indicator: | (%) | (118.1) | (126.8) | (143.0) | (139.5) | (178.9) |
TOPIX including dividends) | ||||||
Highest share price | (Yen) | 1,644 | 1,302 | 1,960 | 1,329 | 1,387 |
Lowest share price | (Yen) | 922 | 666 | 1,139 | 930 | 1,018 |
(Notes) 1. Diluted net income per share is not shown as there were no dilutive shares.
- Highest and lowest share prices until April 3, 2022 are quoted market prices on the First Section of the Tokyo Stock Exchange and from April 4, 2022 are quoted market prices on the Prime Market of the Tokyo Stock Exchange.
- The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and other standards from the beginning of fiscal 2022. Key financial data for fiscal 2022 and after are those after the application of these accounting standards.
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2 Company History
Date | Company history |
April 1918 | Founded as Tokai Electrode Mfg. Co. Ltd. with the aim of enabling self-sufficient supply of graphite |
electrodes and other carbon products in Japan. Capital: ¥500,000. Headquartered in Tokyo, with plant | |
established in Nagoya. (The plant closed in October 1987) | |
March 1935 | Established Second Tokai Denkyoku K. K. (capital: ¥3 million). Headquartered in Tokyo; began producing |
graphite electrodes at plant established in Ashikita, Kumamoto. (Merged with the Company in July 1936) | |
January 1936 | Established Kyushu-Wakamatsu plant in Kitakyushu, Fukuoka and began producing pitch coke. |
February 1936 | Established Tokyoku Kougyo Co., Ltd. (now Tokai Konetsu Kogyo Co., Ltd.) for refractory brick |
production and research. (Converted into a wholly owned subsidiary in July 2006) | |
June 1938 | Completed Chigasaki plant in Chigasaki, Kanagawa and began producing carbon motor brushes and |
carbon rods. (Began producing TOKABATE (impermeable graphite) at the Chigasaki plant in April 1949; | |
Chigasaki plant shut down in April 2013) | |
January 1941 | Began first domestic full-scale production of carbon black at Kyusyu-Wakamatsu plant. |
May 1949 | Listed on the Tokyo, Osaka, and Nagoya Stock Exchanges. (Delisted from Osaka and Nagoya Stock |
Exchanges in October 2003) | |
December 1962 | Completed Chita plant in Taketoyo, Aichi and began producing carbon black. |
June 1971 | Completed Hofu plant in Hofu, Yamaguchi and began producing graphite electrodes. |
June 1975 | Company name changed to Tokai Carbon Co., Ltd |
October 1975 | Established Chita Laboratory as a carbon black research facility. |
July 1978 | Completed Ishinomaki plant in Ishinomaki, Miyagi and began producing carbon black. |
January 1986 | Established Tanoura Laboratory as a fine carbon research facility. |
July 1986 | Established Fuji Research Laboratory as a central research facility. |
September 1987 | Established US subsidiary TOKAI CARBON AMERICA, INC. in New York. (Tokai Carbon U.S.A., INC. |
established in Oregon in February 1996; integrated with TOKAI CARBON AMERICA, INC.' s business | |
in September that year) | |
October 1989 | Established THAI CARBON PRODUCT CO., Ltd. through a joint venture with THAI OIL CO., LTD. and |
other companies in Thailand. (THAI CARBON PRODUCT CO., LTD. converted into a subsidiary in June | |
2000; company name changed to THAI TOKAI CARBON PRODUCT COMPANY LIMITED in October | |
that year) | |
January 1992 | Merged with Toyo Carbon Co., Ltd. (capital: ¥3,800 million) and expanded plant network, acquiring |
Chigasaki No.2 plant, Yamanashi plant, Shiga plant. (Yamanashi plant closed in June 1993; Chigasaki No.2 | |
plant renamed Shonan plant in April 2013) | |
July 1994 | Established Italian subsidiary TOKAI CARBON EUROPE S.R.L. (December 2023 TOKAI CARBON |
ITALIA S.R.L. deregistered) in Milan. | |
August 1996 | Established TOKAI CARBON KOREA CO., LTD. through a joint venture with K.C.Tech Co., Ltd. and |
other companies in Korea. | |
March 1998 | Established Hofu Laboratory as a graphite electrode research facility. |
March 1999 | Established UK subsidiary TOKAI CARBON EUROPE LTD.; Italian subsidiary and other group |
companies placed under its umbrella. | |
April 2001 | Shonan office established via the integration of three businesses locations in Chigasaki, Kanagawa. |
(Shonan office closed in April 2013) | |
June 2003 | Established subsidiary Tokai Material Co., Ltd. in Yachiyo, Chiba for the manufacture and sale of friction |
materials. | |
April 2004 | Established Tokai Carbon (Tianjin) Co., Ltd. in Tianjin, China via a joint venture with Sumitomo |
Corporation. (Operations launched in February 2006; converted into a wholly owned subsidiary following | |
the Company's acquisition of an additional equity stake in October 2013) | |
July 2005 | Acquired a 100% stake in German graphite electrode manufacturer/seller ERFTCARBON GmbH (now |
TOKAI ERFTCARBON GmbH). | |
March 2006 | Established Tokai Carbon (Dalian) Co., Ltd. in Dalian, China as a joint venture for processing and selling |
fine carbon. (Converted into a consolidated subsidiary following the Company's acquisition of an | |
additional equity stake in September 2013) | |
December 2006 | Acquired an 80% stake in Germany's CARBON INDUSTRIE-PRODUKTE GmbH group (now Tokai |
Carbon Deutschland GmbH). (Converted into a wholly owned subsidiary following the Company's | |
acquisition of an additional equity stake in the group in July 2013) | |
April 2007 | Noshiro plant, which was separated from Tokai Fine Carbon Machining Co., Ltd., established; Tokai |
Noshiro Seiko Co., Ltd. established as a wholly owned consolidated subsidiary. | |
September 2007 | Established TOKAI CARBON EUROPE GmbH in Germany as European headquarters for the fine carbon |
business. | |
October 2010 | Established representative office in Singapore. (Representative office closed in November 2013) |
June 2012 | Established subsidiary Tokai Carbon (Suzhou) Co., Ltd. in Suzhou, China for the manufacture and sale of |
friction materials. | |
January 2013 | Established Chigasaki Laboratory as a fine carbon research facility. |
April 2013 | Transferred part of the Company's fine carbon manufacturing business and domestic sales business to |
Tokai Fine Carbon Machining Co., Ltd.; the latter's name changed to Tokai Fine Carbon Co., Ltd. | |
September 2013 | TOKAI KONETSU (SUZHOU) CO., LTD. established in Suzhou, China as a joint venture for the |
manufacture and sale of industrial furnaces through investment from Tokai Konetsu Kogyo Co., Ltd. | |
April 2014 | Acquired a 100% stake in Canadian carbon black manufacturing/sales company Cancarb Limited. |
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Date | Company history |
August 2014 | Tokai Konetsu Kogyo Co., Ltd.'s Tokai Konetsu Techno Center closed; industrial furnace |
design/manufacturing base transferred and integrated to Tokai Konetsu Engineering Co., Ltd., Tokai | |
Konetsu Kogyo's subsidiary. | |
March 2017 | Separated anode materials business from R&D Strategy Division and converted into an independent |
business division in light of accelerating growth for LIB anode materials. (In May 2020, the Anode | |
Materials Division was abolished and its functions were reorganized into the R&D Strategy Division.) | |
November 2017 | Acquired shares of the U.S. subsidiary of SGL GE, a graphite electrodes manufacturing and sales company. |
Company named TOKAI CARBON GE LLC; tri-regional structure consisting of bases in Asia, North | |
America, and Europe established. | |
May 2018 | TOKAI CARBON KOREA CO., LTD. converted into a consolidated subsidiary based on the effective |
control standards via the Company's acquisition of additional shares in Tokai Carbon Korea. | |
September 2018 | US carbon black manufacturer Sid Richardson Carbon, Ltd. (now Tokai Carbon CB Ltd.) and its group |
companies SRCG, Ltd. (TCCB US Ltd.) and New SRCG Genpar, LLC (TCCB Genpar LLC) converted | |
into subsidiaries following the Company's acquisition of a 100% stake. | |
July 2019 | German carbon and graphite products group COBEX HoldCo GmbH (now Tokai COBEX HoldCo GmbH) |
and its group companies COBEX GmbH (Tokai COBEX GmbH), COBEX Polska sp. z o.o. (now Tokai | |
COBEX Polska sp. z o.o.), and COBEX (Shanghai) Ltd. (procedures for liquidation completed in | |
December 2020;Tokai COBEX (Beijing) Ltd. newly established in September 2020) converted into | |
subsidiaries following the Company's acquisition of all shares in these companies, to obtain Smelting and | |
Lining business. As of April 2022, "Smelting and Lining" was renamed to "Smelting and Lining." ("Seiren | |
Lining Jigyo" to "Smelting & Lining Jigyo" in Japanese, no change in English translation.) | |
July 2020 | Division created for Smelting and Lining as a main business. Acquired all shares of Carbone Savoie |
International SAS (trade name changed to Tokai Carbon Savoie International SAS), a holding company of | |
Carbone Savoie SAS (now Tokai COBEX Savoie SAS), a French carbon graphite product manufacturer, | |
July 2021 | jointly with Tokai COBEX GmbH, a subsidiary of the Company, and made it a subsidiary. |
Tokai COBEX Savoie SAS becomes a wholly owned subsidiary of Tokai COBEX GmbH through its | |
holding company, Tokai Carbon Savoie International SAS. | |
November 2021 | An agreement was concluded with Cabot (China) Limited, a subsidiary of Cabot Corporation, to transfer |
interest in Tokai Carbon (Tianjin) Co., Ltd. (the transfer of interest was completed in February 2022). | |
April 2022 | Moved from the First Section of the Tokyo Stock Exchange to the Prime Market through a review of the |
market classification of the Tokyo Stock Exchange. | |
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3 Description of Business
The Group (the Company and its affiliated companies) is comprised of the Company (Tokai Carbon Co., Ltd.) and its 30 subsidiaries and one associate. Its main business fields and the positioning of the Company and its affiliated companies within these fields are as described below.
The six business segments listed below are based on the same segment classifications shown in "Section 5. Status of Accounting, 1. Consolidated Financial Statements etc., (1) Notes to Consolidated Financial Statements."
Business segment | Major products | Affiliated companies | |
(Subsidiaries and associates) | |||
Graphite Electrodes | Graphite electrodes for electric | Japan | The Company |
furnaces | |||
TOKAI CARBON GE HOLDING LLC | |||
Overseas | TOKAI CARBON GE LLC | ||
TOKAI ERFTCARBON GmbH | |||
Carbon Black | Carbon black (for rubber products, | Japan | The Company |
black pigments, electric conduction) | Tokai Unyu Co., Ltd. | ||
Tokai Carbon CB Ltd. | |||
TCCB US Ltd. | |||
Overseas | TCCB Genpar LLC | ||
Cancarb Limited | |||
THAI TOKAI CARBON PRODUCT COMPANY | |||
LIMITED | |||
Fine Carbon | Specialty graphite materials, solid | The Company | |
SiC, SiC coating | Japan | Tokai Fine Carbon Co., Ltd. | |
Oriental Sangyo Co., Ltd. | |||
Tokai Carbon U.S.A., Inc. | |||
MWI, Inc. | |||
Overseas | TOKAI CARBON EUROPE LIMITED | ||
Tokai Carbon Deutschland GmbH | |||
Tokai Carbon (Dalian) Co., Ltd. | |||
TOKAI CARBON KOREA CO., LTD. | |||
Smelting and Lining | Cathodes for aluminum electrolysis, | Tokai COBEX HoldCo GmbH | |
lining blocks for blast furnaces, | Tokai COBEX GmbH | ||
carbon electrodes, etc. | Overseas | Tokai COBEX Polska sp. z o.o. | |
Tokai COBEX (Beijing) Ltd. | |||
Tokai COBEX Savoie SAS | |||
Industrial Furnaces | Industrial electric furnaces, silicon | Japan | Tokai Konetsu Kogyo Co., Ltd. |
and Related | carbide heating elements | Tokai Konetsu Engineering Co., Ltd. | |
Products | |||
Overseas | Shanghai TOKAI KONETSU Co., Ltd. | ||
TOKAI KONETSU (SUZHOU) CO., LTD. | |||
Other Operations | Friction materials, anode materials for | The Company | |
secondary lithium-ion batteries | Japan | Tokai Material Co., Ltd. | |
Mitomo Brake Co., Ltd. | |||
Tokai Noshiro Seiko Co., Ltd. | |||
Overseas | Tokai Carbon (Suzhou) Co., Ltd. | ||
Other | - | Overseas | Tokai Carbon US Holdings Inc. |
A structural diagram of the Group's business activities, as outlined above, is shown on the following page.
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(Notes) 1. ※: consolidated subsidiaries, ○: associates accounted for by the equity method
2. TOKAI CARBON ITALIA S.R.L., which was a consolidated subsidiary, is excluded from the scope of consolidation due to the completion of liquidation.
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Tokai Carbon Co. Ltd. published this content on 08 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2024 06:09:47 UTC.
