Internet Disclosure related to the
Notice of the 12th Ordinary General Meeting of Shareholders

June 8, 2016
CYBERDYNE, INC.

Table of Contents

・・・2

Business Report
3. Matters concerning stock acquisition rights, etc.

・・・3Consolidated Financial Statements

Consolidated statements of changes in net assets and notes to consolidated
financial statements

Financial Statements

・・・10Statements of changes in net assets and notes to financial statements-------------------------------------------------------------------------------------------------The matters mentioned above are deemed to have been provided to all shareholders through disclosure via theinternet on the Company website (http://www.cyberdyne.jp/company/IR.html) pursuant to the provisions oflaws and regulations and Article 22 of the Company's Articles of Incorporation.

1	
 Business Report
3. Matters concerning stock acquisition rights, etc.
(1) Status of stock acquisition rights issued to the Company's directors ascompensation for the performance of their duties
There are no items to report.
(2) Status of stock acquisition rights issued to the Company's employees ascompensation for the performance of their duties
There are no items to report.
(3) Other important matters concerning stock acquisition rights
1) Stock acquisition rights attached to the Euro Yen Zero Coupon
Convertible Bonds due 2017
See “(Notes to significant subsequent events)” on page 8 and 12.
2) 2015 1st Series Stock Option of CYBERDYNE, INC.
Name
（Date of resolution ）Allottee

Number ofstock option

Class and numberof shares entitled

Issue
price

Issue price/unit

2015 1st Series Stock Option of
CYBERDYNE, INC.(July 28, 2015)

1 person78 units

Common Share
7,800 shares

gratisJPY 180,600

2	
 Exercise period
From July 29, 2017
to July 28, 2025

This is an English translation of financial statements as well as notes to financial statements, originallyin Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

Consolidated Financial Statements
Consolidated statements of changes in net assets（from April 1, 2015 to March 31, 2016）(JPY thousand)Shareholders' equity
Capital stock
Balance at beginning of year

Capital surplus

Retained earnings

16,447,767-5,714,957

16,511,767

Changes of items during year
Net loss attributable to owners of
the parent
Acquisition of treasury shares

Total shareholders’equityTreasury shares-

27,244,576-718,057-718,057
-204

-204

Net changes of items other thanshareholders’ equity
Total changes of items during year
Balance at end of year--

-718,057-204-718,262

16,511,767

16,447,767-6,433,015-204

26,526,314

Other comprehensive income

Balance at beginning of year

Foreign currencytranslation adjustment

Total othercomprehensive income

Stock acquisition rights

Minority
interests

Total net
assets-442-442

530,529

2,634

27,777,298

Changes of items during year
Net loss attributable to owners of
the parent-718,057

Acquisition of treasury shares-204

Net changes of items other thanshareholders’ equity

1,214

1,214

6,318

-2,634

4,898

Total changes of items during year

1,214

1,214

6,318

-2,634-713,363

772

772

536,847-

27,063,934

Balance at end of year

For these figures, amount less than JPY one thousand has been omitted.

3	 Notes to consolidated financial statements(Important items that form the basis for preparing “Consolidated financial statements”)
1.

Scope of consolidation(1) Number of consolidated subsidiaries and names of major consolidated subsidiaries:
Number of consolidated subsidiaries: 4Major consolidated subsidiaries are as follows:
Suzuka Robo Care Center Co., Ltd., Shonan Robo Care Center Co., Ltd.,
Oita Robo Care Center Co., Ltd., and Cyberdyne Care Robotics GmbH
(2) Major non-consolidated subsidiaries and others:
Major non-consolidated subsidiaries are as follows:
Niigata Robo Care Center Co., Ltd., Cyberdyne EU B.V., CYBERDYNE
DENMARK ApS, Cyberdyne Sweden AB, CYBERDYNE (Europe) GmbH
Reasons for exclusion from the scope of consolidation:
The five non-consolidated subsidiaries are all small and immaterial whenmeasured in impact of total amounts of assets, net sales, net income (based on
the Company’s ownership percentage), and retained earnings (based on the
Company’s ownership percentage) of those companies on consolidated financial
statements. They have therefore been excluded from the scope of consolidation.

2.

Account processing standards(1) Evaluation standards and methods for assets
1) Securities
i. bonds held to maturity: amortized cost method (straight-line method)ii. other securities (non-marketable securities): moving average cost
method2) Inventories
i. finished goods, work in process : specific cost method
ii. raw materials and merchandises : moving average cost methodiii. supplies : last purchase price method
The book values of inventories whose profitability has declined arerecorded accordingly.
(2) Depreciation methods of non-current assets
1) Property, plant and equipment
The declining-balance method is adopted. Exceptionally, the straight-line
method is adopted for part of buildings (except accessories), assets for rent,
part of tools, furniture and fixtures.
The useful lives for major assets are as follows:
Buildings and structures3 – 20 years
Assets for rent
5 years
Machinery and equipment
7 years
Vehicles2 – 6 years
Tools, furniture and fixtures
2 – 20 years4	 2) Intangible assets
The straight-line method is adopted. Software for internal use is amortizedusing the straight-line method over the estimated useful lives (within five
years).
Software3 – 5 years
Patent rights
8 years(3) Basis for recording provision and allowance for doubtful receivables
Allowance for doubtful accounts:
To provide for losses incurred through bad debts, the amount of potential loss iscalculated by using the historical loss ratio in case of non-classified
loans/receivables. Potential losses for classified loans/receivables are individuallyassessed.
(4) Other material information concerning the preparation of consolidated financial
statements
1)

Basis for evaluating foreign-currency-denominated assets and liabilities inJapanese yen
Foreign-currency-denominated money claims and liabilities are converted
into Japanese yen at the spot exchange rates in effect at the consolidatedbalance sheet date, and the exchange differences are scored as
profits/losses. Assets and liabilities of subsidiaries outside of Japan aretranslated into Japanese yen at the spot exchange rates in effect on thebalance sheet date; their earnings and expenses are translated into
Japanese yen at the average rate during the period; and the exchange
differences are included in foreign currency translation adjustment under
net assets.

2)

Accounting treatment of consumption taxes, etc.
Consumption taxes and local consumption taxes are excluded from thetransaction accounts.

3)

Deferred assets
New share issuance costs are recognized as expenses when disbursed.

(Changes in accounting policy)
The Group applied the “Accounting Standard for Business Combination” (ASBJ Statement
No. 21, September 13, 2013), the “Accounting Standard for Consolidated Financial
Statements” (ASBJ Statement No. 22, September 13, 2013) and the “Accounting Standard
for Business Divestiture” (ASBJ Statement No. 7, September 13, 2013) from the fiscal year
ended March 31 2016 and changed the manner in which net loss was presented, and changed“minority interests” to “non-controlling interests.”5	
 (Changes in presentation)
Consolidated balance sheet
Due to the increase of its significance “construction in progress” which was included in“other, net” in the previous fiscal year (JPY 37,221 thousand) are separately listed on thebalance sheet for this fiscal year.
(Notes to consolidated balance sheets)
1.

Accumulated depreciation deducted directly from the assets
Total property, plant and equipment
JPY 1,798,994 thousand
Amount stated above includes accumulated impairment losses.

2.

Reduction entry deducted from the acquisition cost due to government subsidy, etc.
Machinery and equipment
Furniture and fixtures
Software3.

JPY 144,555 thousand
JPY 174,904 thousand
JPY 14,174 thousand

Overdraft agreement
The Company has entered overdraft agreements with three banks, in order to efficiently
fund ongoing operations. Balance of unexecuted loans of the overdraft agreements as ofthe end of this consolidated fiscal year is written below.
Maximum limit of overdraft accountBalance of unexecuted loans
Balance

JPY 900,000 thousand
JPY 900,000 thousand(Notes to consolidated statements of changes in net assets)
1.

Total numbers of issued shares and its class for the consolidated fiscal year ended
March 31, 2016
Numbers of shares at the beginning of

Increase

the fiscal year ended March 31, 2016

Numbers of shares at the end of theDecrease

fiscal year ended March 31, 2016

Issued shares
Common shares

62,788,000

62,788,000-

125,576,000

Class B shares

38,850,000

38,850,000-

77,700,000

101,638,000

101,638,000-

203,276,000

Total(Major cause of changes）
Reason of increased numbers of issued common shares is stated below.
Increase due to stock split
62,788,000 shares
Reason of increased numbers of issued class B shares is stated below.
Increase due to stock split
38,850,000 shares
2.

Class and numbers of shares to be issued upon exercise of stock acquisition rights as of
the fiscal year ended March 31, 2016 (excluding stock acquisition rights of which thefirst date of exercise period had not come.)
Common shares

11,779,430 shares6	 (Notes to financial instruments)
1.

Status of financial instruments(1) Company policy for financial instruments
The Group finances funds by borrowing from banks or other financial institutions
such as issuance of bonds based on its capital financing plan. Cash surpluses, if any,
are invested only in low risk financial assets. The Company does not intend toengage in speculative derivative transaction.
(2) Nature and extent of risks arising from financial instruments
Receivables, such as trade accounts and other, are exposed to customer credit risk.
Payment terms of payables, such as trade accounts, are less than a month.
Marketable and investment securities, which mainly consist of stocks,
held-to-maturity bonds and money trust, are exposed to credit risk of the issuers.
(3) Risk management for financial instruments
The Company manages its credit risks from receivables on the basis of Credit
Exposure Management Policy, which include management of payment terms andbalances of each customer in order to identify the default risk of customers at an
early stage.
With regard to marketable securities and investment securities, the Group regularly
monitors the financial conditions and other parameters of the issuers of thesesecurities.
(4) Fair values of financial instruments
Fair values of financial instruments are based on quoted prices in active markets. If
a quoted price is not available, another rational valuation technique is used instead.
Because such assessment is based on variable factors, using different assumptions
may lead to different values.

2.

Fair values of financial instruments
Amounts recorded on the consolidated balance sheet as of March 31, 2016, fair values
and their difference are as follows（JPY thousand）
Consolidated balance sheet amounts(1) Cash and bank balances

14,458,798(2) Accounts receivable- trade(3) Securities(4) Accounts receivable
Total(1) Accounts payables- trade(2) Convertible bond with stock acquisition rights planned to beredeemed within one year(3) Income taxes payable
Total(Note 1)

Fair value-

217,347

217,347-

25,500,386

25,500,386-

349,259

349,259-

40,525,790

40,525,790-

48,12048,120-19,927,483

19,927,483-

63,80463,804-

20,039,408

20,039,408-

Valuation method for financial instruments

Asset(1) Cash and bank balances, (2) Accounts receivable- trade, (3) Securities, (4) Accounts receivable
The four items stated above approximate fair value because of their short maturities.

7	
 Difference

14,458,798

Liabilities(1) Accounts payables-trade, (2) Convertible bond with stock acquisition rights planned to be redeemed within
one year,(3) Income taxes payable
The three items stated above approximate fair value because of their short maturities.
(Note 2)Financial instruments whose fair values cannot be reliably determined
Accounts

Consolidated balance sheet amounts (JPY thousand)Securities of subsidiaries and associated companies

11,555Investments in subsidiaries and associated companies

2,957

Investment securities (unlisted stock)914,830

These items are not included in Assets [(1)(2)(3)(4)] above because it is extremely difficult to determine
their fair values due to the absence of market prices.

(Notes to per-share data)
1.

Net assets per share……………………………………………… JPY 130.50(Note) Net assets per share are calculated based on the following.
Total net assets

JPY 27,063,934 thousand

Amount deducted from total net assets

JPY 536,847 thousand

Net assets at end of year pertaining to common shares and shares equivalent to common shares
Number of common shares and shares equivalent to common shares that is used in calculation of net
assets per share2.

Net loss per share(Note 1)……………………………………………….

JPY 26,527,087 thousand
203,275,862 shares

JPY 3.53

Net loss per share are calculated based on the following.

Net loss attributable to owner of the parent

JPY 718,057 thousand

Amount not attributable to common shareholders and shareholders equivalent to common shareholders
Net loss attributable to common shares and shares equivalent to common shares
Average number of common shares and shares equivalent to common shares during the period

JPY 718,057 thousand
203,275,911 shares

Diluted net income per share is not stated because even though there are dilutive shares, net loss per
share was posted.
(Note 2) The Company implemented stock splits of 1 to 2 for each common share and class B share
on August 1, 2015. Net loss per share is calculated, assuming that the stock splits were executed at the
beginning of the relevant fiscal year.

(Notes to significant subsequent events)
1.

Early redemption of Convertible Bonds
On April 22, 2016, the Company announced its decision to exercise its option to redeem
early the entire outstanding amount of Convertible Bonds due 2017 (bonds with stockacquisition rights) (the "Bonds") at 100% of their principal amount, acknowledging thefulfillment of 120% call option articles contained in the Terms and Conditions of theBonds as follows:(1) Bonds to be redeemed: CYBERDYNE, INC. Euro Yen Zero Coupon Convertible
Bonds due 2017
(2) Amount for redemption: All of the outstanding Bonds8	
 *Outstanding amount as of April 30, 2016: JPY 13,980,000 thousand (par value)(3) Redemption date: June 6, 2016
(4) Redemption amount: JPY 100 per par value of JPY 100
2.

Exercise of stock acquisition rights included in Convertible Bonds
There was exercise of stock acquisition rights included in the Convertible Bonds due
2017, after the end of this fiscal year.
Outline of the exercise of stock acquisition rights from April 1, 2016 to April 30, 2016
was as below.
(1) Increase of capital stock: JPY 3,079,476 thousand(2) Increase of capital surplus: JPY 3,079,476 thousand(3) Class and number of stocks: Common Shares 3,543,254 shares
The Company announced that the conversion of the Bonds due 2017 was completed infull by June 1, 2016.

9	 Financial Statements
Statements of changes in net assets（from April 1, 2015 to March 31, 2016）(JPY thousand)Shareholders' equity
Capital surplus
Capital stock

Balance at beginning of year

Retained earnings

Capital reserve

Total capital surplus

16,447,767

16,447,767

16,511,767

Other retained
earnings
Retained earnings
brought forward

Legal retained
earnings
30-5,674,219

Changes of items during year
Net loss-689,004

Acquisition of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during year
Balance at end of year

-

-

-

-

-689,004

16,511,767

16,447,767

16,447,767

30-6,363,224

Shareholders’ equity
Retained earnings
Total retained
earnings
Balance at beginning of year

Total shareholders’equityTreasury shares-5,674,189-

27,285,344

Stock acquisitionrights
530,529

Total net assets

27,815,874

Changes of items during year
Net loss-689,004

Acquisition of treasury shares-204-689,004-689,004

-204

-204

Net changes of items other thanshareholders’ equity
Total changes of items during year
Balance at end of year

6,318

6,318

-689,004-204-689,209

6,318-682,891-6,363,194-204

26,596,135

536,847

27,132,982

For these figures, numbers below JPY one thousand have been omitted.

10	
 Notes to financial statements(Notes to matters concerning important accounting policies)
1.

Matters concerning account processing standards(1) Evaluation standards and methods for assets
1) Securities
i. bonds held to maturity: amortized cost method (straight-line method)ii. other securities (non-marketable securities): moving average cost
methodiii. subsidiaries’ stocks and investments in subsidiaries: moving average
cost method
2) Inventories
i. finished goods, work in process : specific cost method
ii. raw materials and merchandises : moving average cost methodiii. supplies : last purchase price method
The book values of inventories whose profitability has declined arerecorded accordingly.

2.

Depreciation methods of non-current assets(1) Property, plant and equipment
The declining-balance method is adopted. Exceptionally, the straight-line method
is adopted for part of buildings (except accessories), assets for rent, tools, furnitureand fixtures.
The useful lives for major assets are as follows:
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Assets for rent

3 – 20 years
10 – 20 years
7 years
2 – 6 years
2 – 20 years
5 years(2) Intangible assets
The straight-line method is adopted. Software for internal use is amortized using
the straight-line method over the estimated useful lives (within five years).
SoftwarePatent rights

3 – 5 years
8 years(3) Long-term prepaid expenses
The straight-line method is adopted.

11	
 

3.

Basis for recording provision and allowance for doubtful receivables
Allowance for doubtful accounts:
To provide for losses incurred through bad debts, the amount of potential loss iscalculated by using the historical loss ratio in case of non-classified loans/receivables.
Potential losses for classified loans/receivables are individually assessed.

4.

Other material information concerning the preparation of financial statements(1) Basis for evaluating foreign-currency-denominated assets and liabilities inJapanese yen
Foreign-currency-denominated money claims and liabilities are converted into
Japanese yen at the spot exchange rates in effect at the balance sheet date, and theexchange differences are scored as profits/losses.
(2) Accounting treatment of consumption taxes, etc.
Consumption taxes and local consumption taxes are excluded from thetransaction accounts.
(3) Deferred assets
New share issuance costs are recognized as expenses when disbursed.

(Notes to balance sheets)
1.

Accumulated depreciation deducted directly from the assets
Total property, plant and equipment
JPY 1,794,177 thousand
Amount stated above includes accumulated impairment losses.

2.

Reduction entry deducted from the acquisition cost due to government subsidy, etc.
Machinery and equipment
Tools, furniture andfixtures
Software3.

JPY 144,555 thousand
JPY 174,904 thousand
JPY 14,174 thousand

Overdraft agreement
The Company has entered overdraft agreements with three banks, in order to efficiently
fund ongoing operations.
Balance of unexecuted loans of the overdraft agreements as of the end of this fiscal year
is written below.
Maximum limit of overdraft accountBalance of unexecuted loans
Balance4.

JPY 900,000 thousand
JPY 900,000 thousand

Money claims and liabilities toward subsidiaries
Short-term money claims
Short-term money liabilities

JPY 179,960 thousand
JPY 7,350 thousand
12	
 (Notes to statements of income)Business transactions with subsidiaries
Business turnover from operating transactions
Sales
Other operating transactions
Transaction amount other than business transaction

JPY 142,570 thousand
JPY 34,120 thousand
JPY 10,714 thousand(Notes to statements of changes in net assets)
Numbers of treasury shares as of the end of the fiscal year ended March 31, 2016
Common shares

138 shares(Notes to tax effect accounting)
The deferred tax liabilities are mainly due to retirement costs for asset retirement
obligations.
(Notes to per-share data)

1.

Net assets per share……………………………………………… JPY 130.84(Note) Net assets per share are calculated based on the following.
Total net assets

JPY 27,132,982 thousand

Amount deducted from total net assets

JPY 536,847 thousand

Net assets at end of year pertaining to common shares and shares equivalent to common shares
Number of common shares and shares equivalent to common shares that is used in calculation of
net assets per share2.

Net loss per share

JPY 26,596,135 thousand
203,275,862 shares…………………………………………………………
(Note 1) Net loss per share are calculated based on the following.

Net loss for the fiscal year ended March 31, 2016

JPY 3.39

JPY 689,004 thousand

Amount not attributable to common shareholders and shareholders equivalent to commonshareholders
Net loss attributable to common shares and shares equivalent to common shares
Average number of common shares and shares equivalent to common shares during the period

JPY 689,004 thousand
203,275,911 shares

Diluted net income per share is not stated because net loss per share was posted in spite that there arepotential shares.
(Note 2) The Company implemented stock splits of 1 to 2 for each common share and class B share
on August 1, 2015. Net loss per share is calculated, assuming that the stock split were executed at the
beginning of the relevant fiscal year.

13	 (Notes to significant subsequent events)
1.

Early redemption of Convertible Bonds
On April 22, 2016, the Company announced its decision to exercise its option to redeem
early the entire outstanding amount of Convertible Bonds due 2017 (bonds with stockacquisition rights) (the "Bonds") at 100% of their principal amount, acknowledging thefulfillment of 120% call option articles contained in the Terms and Conditions of theBonds as follows:(1) Bonds to be redeemed: CYBERDYNE, INC. Euro Yen Zero Coupon Convertible
Bonds due 2017
(2) Amount for redemption: All of the outstanding Bonds*Outstanding amount as of April 30, 2016: JPY 13,980,000 thousand (par value)(3) Redemption date: June 6, 2016
(4) Redemption amount: JPY 100 per par value of JPY 100

2.

Exercise of stock acquisition rights included in Convertible Bonds
There was exercise of stock acquisition rights included in the Convertible Bonds due
2017, after the end of this fiscal year.
Outline of the exercise of stock acquisition rights from April 1, 2016 to April 30, 2016
was as below.
(1) Increase of capital stock: JPY 3,079,476 thousand(2) Increase of capital surplus: JPY 3,079,476 thousand(3) Class and number of stocks: common shares 3,543,254 shares
The Company announced that the conversion of the Bonds due 2017 was completed infull by June 1, 2016

This is an English translation of financial statements as well as notes to financial statements, originallyin Japanese. Japanese original were audited by Deloitte Touche Tohmatsu LLC.

14