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1. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Japanese Securities and Exchange Law and its related accounting regulations, and in conformity with accounting principles and practices generally accepted in Japan, which are dif-ferent in certain respects as to application and disclosure requirements of International Accounting Standards. The consolidated financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan. In preparing these consolidated financial statements, certain reclassifica-tions and rearrangements have been made to the consolidated financial state-ments issued domestically in order to present them in a form which is more familiar to readers outside Japan. In accordance with accounting procedures generally accepted in Japan, certain comparative disclosures are not required to be and have not been presented herein. The consolidated financial statements are stated in Japanese yen, the currency of the country in which Yamato Transport Co., Ltd. (the “Company”) is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥124 to $1, the approximate rate of exchange at March 31, 2001. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. |
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Consolidation The consolidated financial statements as of March 31, 2001 include the accounts of the Company and its significant 17 (16 in 2000) subsidiaries (together, the “Group”). Under the control or influence concept, those companies in which the Parent, directly or indirectly, is able to exercise control over operations are fully consolidated, and those companies over which the Group has the ability to exercise significant influence are accounted for by the equity method. In 2001, the Company consolidated 1 subsidiary due to its increasing materiality with respect to the consolidated amounts. The Company, however, has not restated the accompanying consolidated financial statements for 2000 because the effects of such changes were immaterial with respect to 2000. The remaining non-consolidated subsidiaries, whose combined assets, net sales, net income and retained earnings in the aggregate are not significant to the consolidated financial statements, have not been consolidated with the Company. Investments in 3 (2 in 2000) affiliates are accounted for by the equity method. Investments in the remaining non-consolidated subsidiaries and affiliates are stated at cost less a valuation allowance representing an impairment of the investments that is deemed to be other than temporary. If the equity method of accounting had been applied to the investments in such companies, the effect on the accompanying consolidated financial statements would not be material. The excess of the costs over the underlying net equity of investments in consolidated subsidiaries is allocated to identifiable assets, and the remaining amount is recognized as goodwill and amortized on a straight-line basis over a five-year period, with the exception of minor amounts which are charged or credited to income in the period of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Group is eliminated. b. Recognition of Operating Revenues The Group recognizes freight charge income as operating revenues at the time when freight has been received from the shipping customer for transportation. c. Cash Equivalents Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equiv-alents include time deposits, certificate of deposits and mutual funds investing in bonds that represent short-term investments, all of which mature or become due within three months of the date of acquisition. The difference between cash and time deposits in the accompanying consolidated balance sheets and cash and cash equivalents in the accompany-ing consolidated statements of cash flows is as follows: |
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d. Inventories Inventories are stated at cost as determined by the first-in, first-out method. e. Marketable and Investment Securities Prior to April 1, 2000, marketable and investment securities listed on stock exchanges were stated at cost, determined by the moving-average method. Effective April 1, 2000, the Group adopted a new accounting standard for financial instruments, including marketable and investment securities. The standard requires all applicable securities to be classified and accounted for, depending on management’s intent, as follows: (1) trading securities, which are held for the purpose of earning capital gains in near term are reported at fair value, and the related unrealized gains and losses are included in the earnings, (2) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity are reported at amortized cost and (3) available-for-sale securities, which are not classified as either of the aforementioned securities, are reported at fair value, with unrealized gains and losses, net of applicable taxes, reported in a separate component of shareholders’ equity. The group has no such trading securities as of March 31, 2001. Due to the adoption of the new standard, marketable securities classified as current assets decreased by ¥7,544 million ($60,839 thousand) and invest-ment securities increased by the same amount as of April 1, 2000. f. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment of the Company and its consolidated domestic sub-sidiaries is computed by the declining-balance method at rates based on the estimated useful lives of the assets, while the straight-line method is applied to the buildings acquired after April 1, 1998, and to the equipment used for refrigerated delivery service. The depreciation of property, plant and equip-ment of foreign consolidated subsidiaries is computed on the straight-line method over the estimated useful lives of the assets. The range of useful lives is principally as follows:
Maintenance and repairs including minor renewals and improvements are charged to income as incurred. g. Other Assets Amortization of intangible assets is computed on the straight-line method over the period specified by the Japanese Commercial Code (the “Code”) or Japanese tax laws. Bond discounts are deferred as other assets and amortized on the straight-line method over the lives of the bonds. Bond issuance costs are deferred as other assets and amortized on thestraight-line method over a three-year period. h. Retirement and Pension Plan The Company and certain consolidated subsidiaries have a contributory trusteed pension plan and an unfunded retirement benefits plan which cover 35% and 65%, respectively, of retirement benefits. One consolidated sub-sidiary has a non-contributory trusteed pension plan to cover the retirement benefits for employees who retire at 55 years or more with at least 10 years of service. The foreign subsidiaries also have a defined contribution retirement plan which covers employees who have worked over 1 year, subject to certain limitations. Other consolidated subsidiaries have an unfunded retirement ben-efits plan. Prior to April 1, 2000, the annual provision for employees’ retirement benefits for the unfunded retirement benefits plan is provided to state the lia-bility at 40% of the amount that would be required if all employees voluntar-ily terminated their employment at each balance sheet date. Effective April 1, 2000, the Group adopted a new accounting standard for employees’ retirement benefits and accounted for the liability for retire-ment benefits based on the projected benefit obligations and plan assets at the balance sheet date. The amount of ¥47,963 million ($386,798 thousand), which is the net amount of the transitional obligation determined as of the beginning of year and the full amount of prior service cost (credit), is charged to income in 2001 and presented as “Provision for retirement benefits” in other expenses. As a result, net periodic benefit costs as compared with the prior method, increased by ¥8,400 million ($67,742 thousand) and loss before income taxes and minority interest increased by ¥56,363 million ($454,540 thousand). Directors and corporate auditors are not covered by the retirement and pension plans described above. Benefits paid to such persons are charged to income as paid. Any amounts payable to directors and corporate auditors upon retirement are subject to approval of the shareholders. i. Leases All leases are accounted for as operating leases. Under Japanese accounting standards for leases, finance leases that deem to transfer ownership of the leased property to the lessee are to be capitalized, while other finance leases are permitted to be accounted for as operating lease transactions if certain “as if capitalized” information is disclosed in the notes to the lessee’s financial statements. j. Income Taxes The provision for income taxes is computed based on the pretax income included in the consolidated statements of operations. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the car-rying amounts and the tax bases of assets and liabilities. Deferred taxes are measured by applying currently enacted tax laws to the temporary differences. k. Appropriations of Retained Earnings Appropriations of retained earnings at each year end are reflected in the con-solidated financial statements for the following year upon shareholders’ approval. l. Foreign Currency Transactions Prior to April 1, 2000, short-term receivables and payables denominated in foreign currencies were translated into Japanese yen at the current exchange rates at each balance sheet date, while long-term receivables and payables denominated in foreign currencies were translated at historical rates. Effective April 1, 2000, the Group adopted a revised accounting standard for foreign currency transactions. In accordance with the revised standard, all short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rates at the balance sheet date. m. Foreign Currency Financial Statements The balance sheet accounts of the consolidated foreign subsidiaries are trans-lated into Japanese yen at the current exchange rate as of the balance sheet date except for shareholders’ equity, which is translated at the historical rate. Prior to April 1, 2000, differences arising from such translation were shown as “Foreign currency translation adjustments” as either an asset or lia-bility in the balance sheet. Effective April 1, 2000, such differences are shown as “Foreign currency translation adjustments” in a separate component of shareholders’ equity in accordance with the revised accounting standard for foreign currency transactions. Revenue and expense accounts of the consolidated foreign subsidiaries are translated into Japanese yen at the current exchange rates as of the bal-ance sheet date. n. Per Share Information The computation of net income per share is based on the weighted average number of shares of common stock outstanding during each year. The average number of common shares used in the computation was 451,802 thousand shares for 2001 and 442,839 thousand shares for 2000. Diluted net income per share of common stock assumes full conversion of the outstanding convertible debentures and bonds at the beginning of the year with an applicable adjustment for related interest expense (net of tax). For the year ended March 31, 2001, diluted net income per share is not disclosed because of the Group’s net loss position. Cash dividends per share presented in the accompanying consolidated statements of operations are dividends applicable to the respective years including dividends to be paid after the end of the year. |
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3. MARKETABLE AND INVESTMENT SECURITIES Marketable and investment securities as of March 31, 2001 and 2000 con-sisted of the following: |
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Information regarding each category of the securities classified as available-for-sale and held-to-maturity at March 31, 2001, was as follows: |
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The majority of available-for-sale securities whose fair value is not read-ily determinable as of March 31, 2001, was as follows: |
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Proceeds from sales of available-for-sale securities for the year ended
March 31, 2001, were ¥10,283 million ($82,927 thousand). Gross realized
gains and losses on these sales, computed on the moving average cost basis,
were ¥259 million ($2,089 thousand) and ¥6,449 million ($52,008
thousand), respectively. The carrying values of debt securities by contractual maturities for secu-rities classified as available-for-sale and held-to-maturity at March 31, 2001, are as follows: |
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Carrying amounts and aggregate market values of current and non-current marketable equity securities included in marketable securities and investment securities at March 31, 2000, were as follows: |
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The difference between the above carrying value and the amounts shown in the accompanying consolidated balance sheets principally consists of interest-bearing bonds and non-marketable securities for which there is no readily-available market from which to obtain or calculate the market value thereof. The carrying amount of the interest-bearing bonds approximated market as of March 31, 2000. |
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4. BANK LOANS AND LONG-TERM DEBT Short-term bank loans at March 31, 2001 and 2000 consisted of notes to banks and bank overdrafts. The annual interest rates applicable to the bank loans ranged from 0.5399% to 7.58% and 0.5% to 7.3125% at March 31, 2001 and 2000, respectively. Long-term debt at March 31, 2001 and 2000 consisted of the following: |
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Annual maturities of long-term debt at March 31, 2001, were as follows: |
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The carrying amounts of assets pledged as collateral for long-term bank loans of ¥765 million ($6,169 thousand), the above secured bonds and other liabilities at March 31, 2001, were as follows: |
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All outstanding convertible debentures and bonds of the Company at March
31, 2001, were convertible into 19,295 thousand shares of common stock of
the Company. The conversion prices are subject to adjustments to reflect
stock splits and certain other events. As is customary in Japan, the Company maintains substantial deposit balances with banks with which it has borrowings. Such deposit balances are not legally or contractually restricted as to withdrawal. |
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5. RETIREMENT AND PENSION PLANS The Company and its consolidated subsidiaries have severance payment plans for employees. Under most circumstances, employees terminating their employment are entitled to retirement benefits determined based on the rate of pay at the time of termination, years of service and certain other factors. Such retirement benefits are made in the form of a lump-sum severance payment from the Company or from the consolidated subsidiaries and annuity payments from a trustee. Employees are entitled to larger payments if the termination is invol-untary, by retirement at the mandatory retirement age, by death, or by volun-tary retirement at certain specific ages prior to the mandatory retirement age. The retirement benefits for directors and corporate auditors are paid subject to the approval of the shareholders. Effective April 1, 2000, the Group adopted a new accounting standard for employees’ retirement benefits. The liability for employees’ retirement benefits at March 31, 2001, con-sisted of the following: |
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The components of net periodic benefit costs for the year ended March 31, 2001, are as follows: |
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Assumptions used for the year ended March 31, 2001, are set forth as follows: |
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The amounts contributed to the fund which were charged to income for the year ended March 31, 2000, were ¥2,780 million. |
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6. SHAREHOLDERS' EQUITY The Code requires at least 50% of the issue price of new shares, with a mini-mum of the par value thereof, to be designated as stated capital as deter-mined by resolution of the Board of Directors. Proceeds in excess of amounts designated as stated capital are credited to additional paid-in capital. The Code also requires companies to appropriate from retained earn-ings to a legal reserve an amount equal to at least 10% of all cash payments which are made as an appropriation of retained earnings until such reserve equals 25% of stated capital. The Company’s reserve amount, which is included in retained earnings, totals ¥6,106 million ($49,242 thousand) and ¥5,475 million as of March 31, 2001 and 2000, respectively, and is not avail-able for dividends but may be used to reduce a deficit by resolution of the shareholders. The Company may transfer portions of additional paid-in capital and legal reserve to stated capital by resolution of the Board of Directors. The Company may also transfer portions of unappropriated retained earnings, available for dividends, to stated capital by resolution of the shareholders. Under the Code, the Company may issue new common shares to exist-ing shareholders without consideration as a stock split pursuant to resolution of the Board of Directors. The Company may make such a stock split to the extent that the aggregate par value of the shares outstanding after the stock split does not exceed the stated capital. However, the amount calculated by dividing the total amount of shareholders’ equity by the number of out-standing shares after the stock split cannot be less than ¥50. Dividends are approved by the shareholders at a meeting held subse-quent to the fiscal year to which the dividends are applicable. Semiannual interim dividends may also be paid upon resolution of the Board of Directors, subject to certain limitations imposed by the Code. The Company is authorized to repurchase, at management’s discretion, up to 12 million shares of the Company’s stock for the purpose for canceling the shares by crediting such amounts against retained earnings. |
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7. INCOME TAXES The Company and its domestic subsidiaries are subject to Japanese national and local income taxes which, in the aggregate, resulted in a normal effective statutory tax rates of approximately 41% for the years ended March 31, 2001 and 2000. Tax effects of significant temporary differences which resulted in deferred tax assets and liabilities at March 31, 2001 and 2000 are as follows: |
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A reconciliation between the normal effective statutory tax rate for the years ended March 31, 2001 and 2000 and the actual effective tax rates reflected in the accompanying consolidated statements of operations is as follows: |
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8. LEASES Total lease payments under finance lease arrangements that do not transfer ownership of the leased property to the lessee were ¥2,691 million ($21,702 thousand) and ¥2,495 million for the years ended March 31, 2001 and 2000, respectively. Pro forma information of leased property such as acquisition cost, accu-mulated depreciation and obligations under finance leases that do not transfer ownership of the leased property to the lessee on an “as if capitalized” basis for the years ended March 31, 2001 and 2000, was as follows: |
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Obligations under finance leases which included the imputed interest expense portion, and noncancelable operating leases as of March 31, 2001 and 2000, were as follows: |
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9. CONTINGENT LIABILITIES Contingent liabilities for guarantees and items of a similar nature at March 31, 2001, amounted to ¥457 million ($3,685 thousand), which was guaranteed of loans of unaffiliated company jointly and severally by the Company and 18 other unaffiliated companies and ¥537 million ($4,331 thousand), which was guaranteed of loans of non-consolidated subsidiaries. |
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10. SEGMENT INFORMATION Information about industry segments, geographic segments and operating revenues to foreign customers of the Company and consolidated subsidiaries for the years ended March 31, 2001 and 2000, is as follows: |
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(1) Industry Segments |
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Notes: Industry A is the domestic transportation industry. Industry B is the international transportation industry. Industry C is the information communications industry. Industry D is the other industry. |
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(2) Geographic Segments The geographic segments of the Company and consolidated subsidiaries for the years ended March 31, 2001 and 2000, are summarized as follows: |
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Operating revenues and assets are summarized by geographic
area based on the countries where subsidiaries are located. (3) Operating Revenues to Foreign Customers Operating revenues to foreign customers for the years ended March 31, 2001 and 2000, amounted to ¥21,809 million ($175,879 thousand) and ¥16,384 million, respectively. |
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11. SUBSEQUENT EVENT The following appropriations of retained earnings at March 31, 2001 were approved at the Company’s shareholders meeting held on June 28, 2001: |
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