1. BASIS OF PRESENTING NON-CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3. BANK LOANS AND LONG-TERM DEBT
4. RETIREMENT AND PENSION PLAN
5. SHAREHOLDERS' EQUITY
6. INCOME TAXES
8. TRANSACTIONS WITH SUBSIDIARIES AND AFFILIATES
9. CONTINGENT LIABILITIES
10. SUBSEQUENT EVENT
| 1. BASIS OF PRESENTING NON-CONSOLIDATED FINANCIAL
The accompanying nonconsolidated financial statements have been prepared from the accounts maintained by Yamato Transport Co., Ltd. (the Company) in accordance with the provisions set forth in the Japanese Commercial Code (the Code) and in conformity with accounting principles and practices generally accepted in Japan, which are different in certain respects as to application and disclosure requirements of International Accounting Standards. The nonconsolidated financial statements are not intended to present the financial position and results of operations in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan.
As consolidated statements of cash flows and certain disclosures are presented in the consolidated financial statements of the Company, nonconsolidated statements of cash flows and certain disclosures are not presented herein in accordance with accounting procedures generally accepted in Japan.
In preparing these non-consolidated financial statements, certain reclassifications and rearrangements have been made to the Companys financial statements 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 non-consolidated financial statements are stated in Japanese yen, the currency of the country in which 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. Recognition of Operating Revenues
The Company recognizes freight charge income as operating revenues at the time when freight has been received from the shipping customer for transportation.
Inventories are stated at cost determined by the first-in, first-out method.
|c. Marketable and Investment Securities
Prior to April 1, 2000, marketable and investment securities were stated at cost determined by the moving-average method.
Effective April 1, 2000, the Company 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 managements 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, (3) investment securities in subsidiaries and affiliates, are reported at cost, and (4) 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 company 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 ¥7,529 million ($60,718 thousand) and the investment securities increased by the same amount as of April 1, 2000.
d. Investments in Subsidiaries and Affiliates
Investments in subsidiaries and affiliates are stated at cost less a valuation allowance representing impairment of the investments that is deemed to be other than temporary.
e. Property, Plant and Equipment
Depreciation of property, plant and equipment is computed by the decliningbalance method while the straight-line method is applied to buildings acquired after April 1, 1998. Depreciation of the equipment used for refrigerated delivery service is computed by the straight-line method. The range of useful lives is principally as follows:
Maintenance and repairs including minor renewals and improvements are charged to income as incurred.
f. Other Assets
Amortization of intangible assets is computed on the straight-line method over the period specified by 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 the straight-line method over a three-year period.
g. Retirement and Pension Plan
The Company has a contributory trusteed pension plan and an unfunded retirement benefits plan which cover 35% and 65%, respectively, of employee retirement benefits. Prior to April 1, 2000, the annual provision for employees retirement benefits for the unfunded retirement benefits plan was provided to state the liability at 40% of the amount that would be required if all employees voluntarily terminated their employment at each balance sheet date. Normal costs of the pension plan were currently funded and charged to income.
Effective April 1, 2000, the Company adopted a new accounting standard for the employees retirement benefits and accounted for the liability for retirement benefits based on projected benefit obligations and plan assets at the balance sheet date.
The amount of ¥44,426 million ($358,274 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 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 ¥7,467 million ($60,218 thousand) and loss before income taxes increased by ¥51,893 million ($418,492 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.
All leases are accounted for as operating leases. Under Japanese accounting standards for leases, finance leases that do not transfer ownership of the leased property to the lessee are permitted to be accounted for as operating lease transactions if certain as if capitalized information is disclosed in the notes to the lessees non-consolidated financial statements.
i. Income Taxes
The provision for income taxes is computed based on the pretax income included in the 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 carrying amounts and the tax bases of assets and liabilities. Deferred taxes are measured by applying currently enacted tax laws to the temporary differences.
j. Consumption Tax
Consumption tax is levied in Japan on domestic sales of goods and services. Consumption tax is excluded from the amounts of revenues, costs and expenses.
k. Appropriations of Retained Earnings
Appropriations of retained earnings at each year end are reflected in the non-consolidated financial statements for the following year upon shareholders approval.
l. Foreign Currency Translations
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 Company 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. Transactions in foreign currencies are translated into Japanese yen at the current exchange rate.
m. 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 451,803 thousand, 442,839 thousand and 419,996 thousand for the years ended March 31, 2001, 2000 and 1999, respectively.
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 of common stock is not disclosed because of the Companys net loss position.
Cash dividends per share are dividends applicable to the respective years including dividends to be paid after the end of the year.
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| 3. BANK LOANS AND LONG-TERM DEBT
Short-term bank loans at March 31, 2001 and 2000, were represented principally by 365day notes issued by the Company to banks. The annual interest rates applic-able to the bank loans ranged from 0.5399% to 0.9391% and from 0.5% to 0.66% at March 31, 2001 and 2000, respectively.
Long-term debt at March 31, 2001 and 2000, consisted of the following:
|Annual maturities of long-term debt at March 31, 2001, were as follows:|
|At March 31, 2001, the carrying amounts of assets pledged as collateral for other liabilities were as follows:|
| 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 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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| 4. RETIREMENT AND PENSION PLAN4
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 and annuity payments from a trustee.
Employees are entitled to larger payments if the termination is involuntary, by retirement at the mandatory retirement age, by death, or by voluntary 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.
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| 5. SHAREHOLDERS' EQUITY
The Code requires at least 50% of the issue price of new shares, with a minimum of the par value thereof, to be designated as stated capital as determined 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 earnings to a legal reserve an amount equal to at least 10% of cash payments, which are made as an appropriation of retained earnings until such reserve equals 25% of stated capital. This reserve is not available for cash 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.
Dividends are approved by the shareholders at a meeting held subsequent 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 managements discretion, up to 12 million shares of the Companys stock for the purpose of canceling the shares by crediting such amounts against retained earnings.
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| 6. INCOME TAXES
The Company is subject to Japanese national and local income taxes which, in the aggregate, resulted in a normal effective statutory tax rates of approximately 41% in 2001 and 2000, and 47% in 1999.
The tax effects of significant temporary differences which resulted in deferred tax assets at March 31, 2001 and 2000, are as follows:
|A reconciliation between the normal effective statutory tax rates for the years ended March 31, 2001 and 2000, and the actual effective tax rates reflected in the accompanying non-consolidated statements of operations is as follows:|
|The normal effective tax rate reflected in the accompanying non-consolidated statements of operations for the year ended March 31, 1999, differs from the actual effective tax rate, primarily due to the effect of permanently non-deductible expenses and temporary differences in the recognition of asset and liability items for tax and financial reporting purposes.|
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| 7. LEASES
Total lease payments under finance lease arrangements that do not transfer ownership of the leased property to the lessee were ¥6,182 million ($49,855 thousand), ¥5,152 million and ¥5,815 million for the years ended March 31, 2001, 2000 and 1999, 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:
|Obligations under finance leases which included the imputed interest expense portion were as follows:|
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| 8. TRANSACTIONS WITH SUBSIDIARIES AND AFFILIATES
Transactions with subsidiaries and affiliates were summarized 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 ¥1,149 million ($9,266 thousand), which was guaranteed of loans of subsidiaries.
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| 10. SUBSEQUENT EVENT
The following appropriations of retained earnings at March 31, 2001, were approved at the shareholders meeting held on June 28, 2001: