1 Consolidated Financial Statements (1) Consolidated Financial Statements 1) Consolidated Balance Sheet as of March 31, 2021 Millions of Yen As of March 31, As of March 31, 2020 2021 Thousands of U.S. Dollars As of March 31, 2021 Assets Current assets Cash and deposits 113,054 Notes and accounts receivable - trade 92,741 Electronically recorded monetary claims - operating 10,982 8,005 72,309 Merchandise and finished goods 42,667 43,897 396,509 *1 130,643 1,180,050 100,019 903,434 Work in process 6,766 7,317 66,099 Raw materials and supplies 27,864 28,635 258,653 – 3,000 27,098 4,944 7,383 66,691 (2) (537) (4,853) 299,018 328,364 2,965,990 Current portion of long-term loans receivable Other Allowance for doubtful accounts Total current assets Non-current assets Property, plant and equipment Buildings and structures 227,570 *2 Accumulated depreciation *2 (148,742) Buildings and structures, net 78,828 *1 Machinery, equipment and vehicles 887,255 *2 Accumulated depreciation *1 *2 (747,628) Machinery, equipment and vehicles, net *1 Land *1, *2 Construction in progress 139,627 *1 81,889 *1, *2 49,900 Other 25,039 *2 Accumulated depreciation (13,160) Other, net 11,878 *2 242,714 2,192,348 (153,900) (1,390,119) 88,814 802,229 946,563 8,549,938 (764,677) (6,907,029) 181,886 1,642,909 82,146 741,995 22,985 207,623 31,662 285,997 (15,901) (143,629) 15,761 142,368 362,123 391,594 3,537,124 Goodwill 39,941 55,902 504,947 Other 16,935 29,296 264,623 Total intangible assets 56,876 85,199 769,570 Total property, plant and equipment *1 Intangible assets Investments and other assets Investment securities 23,182 *3 Long-term loans receivable Retirement benefit asset Deferred tax assets Other *3 Allowance for doubtful accounts Total investments and other assets Total non-current assets Deferred assets Total assets The accompanying notes are an integral part of these financial statements. –1– 24,431 220,684 3,823 – – *3 844 1,523 13,762 8,125 7,088 64,026 9,922 11,631 105,063 (1,039) (156) (1,409) 44,859 44,519 402,126 463,859 521,313 4,708,820 180 122 1,111 763,059 849,801 7,675,921 Millions of Yen As of March 31, As of March 31, 2020 2021 Thousands of U.S. Dollars As of March 31, 2021 Liabilities Current liabilities Notes and accounts payable - trade Short-term borrowings Current portion of bonds with share acquisition rights Current portion of bonds payable Current portion of long-term borrowings *1 Accounts payable - other Current portion of long-term accounts payable facilities Income taxes payable Provision for bonuses Provision for bonuses for directors (and other officers) Other 53,135 64,662 584,074 15,452 13,744 124,150 22,540 – – 15,000 64,813 135,489 585,433 40,191 363,030 388 3,506 10,946 5,216 6,492 5,786 58,649 52,263 129 169 1,529 – 53,724 *1 39,215 *1 Total current liabilities Non-current liabilities Bonds payable 537 *1 14,535 15,677 141,606 215,433 226,925 2,049,729 60,300 Long-term borrowings Long-term accounts payable - facilities *1 242,100 *1 568 *1 45,000 406,467 284,025 *1 193 2,565,493 1,749 Retirement benefit liability Provision for retirement benefits for directors (and other officers) Provision for share awards Provision for environmental measures Provision for loss on business of subsidiaries and associates Other 23,254 23,110 208,747 194 97 878 47 24 106 16 963 151 32 49 445 11,567 23,487 212,152 Total non-current liabilities 338,089 376,086 3,397,045 553,523 603,012 5,446,774 Shareholders’ equity Share capital 43,449 53,884 486,717 Capital surplus Retained earnings 44,095 116,818 55,901 136,579 504,938 1,233,673 Total liabilities Net assets Treasury shares (3,064) (4,090) (36,948) Total shareholders’ equity 201,297 242,275 2,188,380 Accumulated other comprehensive income Valuation difference on available-for-sale securities Deferred gains or losses on hedges Foreign currency translation adjustment 2,799 4,226 38,177 9 (5,443) 22 (8,645) 204 (78,094) Remeasurements of defined benefit plans 470 1,353 12,228 (2,163) (3,042) (27,485) Non-controlling interests Total accumulated other comprehensive income 10,402 7,556 68,252 Total net assets 209,536 246,788 2,229,147 763,059 849,801 7,675,921 Total liabilities and net assets The accompanying notes are an integral part of these financial statements. –2– 2) Consolidated Statement of Income and Consolidated Statement of Comprehensive Income Consolidated Statement of Income for the Fiscal Year Ended March 31, 2021 Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating profit Non-operating income Interest income Dividend income Share of profit of entities accounted for using equity method Foreign exchange gains Subsidy income Ship lease income Other Total non-operating income Non-operating expenses Interest expenses Foreign exchange losses Expenses for ship lease Other Total non-operating expenses Ordinary profit Extraordinary income Foreign exchange gains National subsidies Gain on sale of non-current assets Gain on sale of investment securities Insurance claim income Other Total extraordinary income Extraordinary losses Loss on sale and retirement of non-current assets Loss on tax purpose reduction entry of non-current assets Loss on disaster Impairment loss Other Total extraordinary losses Profit before income taxes Income taxes - current Income taxes - deferred Total income taxes Profit Loss attributable to non-controlling interests Profit attributable to owners of parent Millions of Yen Fiscal year ended Fiscal year ended March 31, 2020 March 31, 2021 546,433 562,928 *2, *7 406,127 *2, *7 403,347 140,305 159,580 *1, *2 109,677 *1, *2 122,706 30,628 36,873 *5 165 591 236 546 2,133 4,933 – 121 1,100 – 410 417 2,352 3,938 930 607 674 1,758 4,874 8,405 5,489 6,089 15,884 44,033 3,201 1,028 524 1,700 6,455 28,111 4,311 – 1,180 1,777 7,269 34,478 38,944 – 10,663 16,059 65,666 311,434 – 126 *4 11 6,778 168 483 7,568 *3 2,088 869 *4 70 435 869 9 4,343 18,864 7,856 634 3,934 7,857 85 39,230 1,499 *5 1,796 16,228 869 7,856 373 2,575 489 6,105 32,717 11,564 (51) 11,513 21,203 (911) 22,115 3,375 23,266 4,420 55,145 295,519 104,461 (468) 103,993 191,526 (8,237) 199,763 126 *6 462 1,742 598 4,429 31,251 12,289 (224) 12,064 19,186 (12) 19,199 The accompanying notes are an integral part of these financial statements. –3– Thousands of U.S. Dollars Fiscal year ended March 31, 2021 5,084,712 3,643,284 1,441,428 1,108,361 333,067 *6 Consolidated Statement of Comprehensive Income for the Fiscal Year Ended March 31, 2021 Profit Millions of Yen Fiscal year ended Fiscal year ended March 31, 2020 March 31, 2021 19,186 21,203 Other comprehensive income Valuation difference on available-for-sale securities Deferred gains or losses on hedges Foreign currency translation adjustment Remeasurements of defined benefit plans, net of tax Share of other comprehensive income of entities accounted for using equity method Total other comprehensive income * Comprehensive income Thousands of U.S. Dollars Fiscal year ended March 31, 2021 191,526 (6,341) 1,400 12,654 29 685 12 (3,539) 117 (31,973) (83) 883 7,982 – 26 237 (5,709) (1,215) (10,983) 13,476 19,987 180,543 13,539 (62) 21,236 (1,248) 191,823 (11,280) * Comprehensive income attributable to: Owners of parent Non-controlling interests The accompanying notes are an integral part of these financial statements. –4– 3) Consolidated Statement of Changes in Net Assets for the Fiscal Year Ended March 31, 2021 Fiscal Year Ended March 31, 2020 (Millions of Yen) Shareholders’ equity Share capital Balance at beginning of current period Changes of items during period Dividends Conversion of convertible bonds with share acquisition rights Profit attributable to owners of parent Purchase of treasury shares 42,858 Capital surplus Retained earnings 42,968 99,188 Treasury shares (2,910) (1,569) 590 Total shareholders’ equity 182,105 (1,569) 590 1,180 19,199 Disposal of treasury shares 19,199 153 (419) (419) 264 418 Increase by merger Change in scope of consolidation Capital increase of consolidated subsidiaries Purchase of shares of consolidated subsidiaries Net changes of items other than shareholders’ equity Total changes of items during period Balance at end of current period – – (92) (92) 475 475 590 1,126 17,629 (154) 19,191 43,449 44,095 116,818 (3,064) 201,297 Accumulated other comprehensive income Valuation Deferred difference on gains or available-for- losses on sale securities hedges Balance at beginning of current period Changes of items during period 9,050 (20) Total NonForeign Remeasureaccumulated controlling currency ments of other interests translation defined comprehensive adjustment benefit plans income (6,088) 554 3,495 13,737 1,180 19,199 (419) 418 Disposal of treasury shares – Increase by merger Balance at end of current period 199,338 (1,569) Dividends Conversion of convertible bonds with share acquisition rights Profit attributable to owners of parent Purchase of treasury shares Change in scope of consolidation Capital increase of consolidated subsidiaries Purchase of shares of consolidated subsidiaries Net changes of items other than shareholders’ equity Total changes of items during period Total net assets – (92) 475 (6,250) 29 (6,250) 29 2,799 9 –5– 645 (83) (5,659) (3,334) (8,994) 645 (83) (5,659) (3,334) 10,197 (5,443) 470 (2,163) 10,402 209,536 Fiscal Year Ended March 31, 2021 (Millions of Yen) Shareholders’ equity Share capital Balance at beginning of current period Changes of items during period Dividends Conversion of convertible bonds with share acquisition rights Profit attributable to owners of parent Purchase of treasury shares 43,449 Capital surplus Retained earnings 44,095 116,818 Treasury shares (3,064) (2,447) 10,435 201,297 (2,447) 10,435 20,870 22,115 Disposal of treasury shares Total shareholders’ equity 22,115 (2,386) (2,386) 1,362 3,174 1,812 Increase by merger 162 162 Change in scope of consolidation Capital increase of consolidated subsidiaries Purchase of shares of consolidated subsidiaries Net changes of items other than shareholders’ equity Total changes of items during period (68) (1) (70) 10,435 11,806 19,761 (1,025) 40,978 Balance at end of current period 53,884 55,901 136,579 (4,090) 242,275 (0) (0) (441) (441) Accumulated other comprehensive income Valuation Deferred difference on gains or available-for- losses on sale securities hedges Balance at beginning of current period Changes of items during period 2,799 9 Total NonForeign Remeasureaccumulated controlling currency ments of other interests translation defined comprehensive adjustment benefit plans income (5,443) 470 (2,163) 10,402 20,870 22,115 (2,386) 3,174 Disposal of treasury shares 162 Increase by merger Balance at end of current period 209,536 (2,447) Dividends Conversion of convertible bonds with share acquisition rights Profit attributable to owners of parent Purchase of treasury shares Change in scope of consolidation Capital increase of consolidated subsidiaries Purchase of shares of consolidated subsidiaries Net changes of items other than shareholders’ equity Total changes of items during period Total net assets (70) (0) (441) 1,427 12 (3,202) 1,427 12 (3,202) 4,226 22 (8,645) –6– 883 (879) (2,846) (3,725) 883 (879) (2,846) 37,252 1,353 (3,042) 7,556 246,788 Fiscal Year Ended March 31, 2021 (Thousands of U.S. Dollars) Shareholders’ equity Balance at beginning of current period Changes of items during period Dividends Conversion of convertible bonds with share acquisition rights Profit attributable to owners of parent Purchase of treasury shares Share capital Capital surplus Retained earnings 392,458 398,295 1,055,172 Treasury shares (27,684) (22,108) 94,259 1,818,241 (22,108) 94,259 188,518 199,763 Disposal of treasury shares Total shareholders’ equity 199,763 (21,553) (21,553) 12,303 28,674 16,371 Increase by merger 1,467 1,467 Change in scope of consolidation Capital increase of consolidated subsidiaries Purchase of shares of consolidated subsidiaries Net changes of items other than shareholders’ equity Total changes of items during period (621) (14) (635) 94,259 106,643 178,501 (9,264) 370,139 Balance at end of current period 486,717 504,938 1,233,673 (36,948) 2,188,380 (0) (0) (3,987) (3,987) Accumulated other comprehensive income Valuation Deferred difference on gains or available-for- losses on sale securities hedges Balance at beginning of current period Changes of items during period 25,285 87 Total NonForeign Remeasureaccumulated controlling currency ments of other interests translation defined comprehensive adjustment benefit plans income (49,167) 4,250 (19,545) 93,962 Total net assets 1,892,658 (22,108) Dividends Conversion of convertible bonds with share acquisition rights Profit attributable to owners of parent Purchase of treasury shares 188,518 199,763 (21,553) Disposal of treasury shares 28,674 Increase by merger 1,467 Change in scope of consolidation Capital increase of consolidated subsidiaries Purchase of shares of consolidated subsidiaries Net changes of items other than shareholders’ equity Total changes of items during period Balance at end of current period (635) (0) (3,987) 12,892 117 (28,927) 12,892 117 (28,927) 38,177 204 (78,094) –7– 7,978 (7,940) (25,710) (33,650) 7,978 (7,940) (25,710) 336,489 12,228 (27,485) 68,252 2,229,147 4) Consolidated Statement of Cash Flows for the Fiscal Year Ended March 31, 2021 Millions of Yen Fiscal year ended Fiscal year ended March 31, 2021 March 31, 2020 Thousands of U.S. Dollars Fiscal year ended March 31, 2021 31,251 31,843 1,742 3,559 (51) 32,717 34,137 2,575 4,382 109 295,519 308,348 23,266 39,586 988 – (121) (1,100) (6,777) 220 (757) 3,201 776 (386) 320 (782) 4,311 (3,079) (3,495) 2,898 (7,066) 38,944 (27,819) 19 869 7,856 (410) (604) 23 1,463 (607) (1,025) (48) 1,774 (5,489) (9,261) (434) 16,027 5,448 666 6,019 3 (780) (7,051) (5,653) 3,401 30,727 5,235 2,192 (78) 72,647 940 (3,638) 917 578 (4,133) 700 68,012 2,973 (883) 618 81,143 917 (4,466) 1,546 982 (16,206) 293 64,210 26,862 (7,977) 5,589 Cash flows from operating activities Profit before income taxes Depreciation Impairment loss Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Share of loss (profit) of entities accounted for using equity method Loss (gain) on sale of investment securities Increase (decrease) in retirement benefit liability Interest and dividend income Interest expenses Foreign exchange losses (gains) Loss on tax purpose reduction entry of non-current assets Subsidy income Insurance claim income Loss (gain) on sale of property, plant and equipment Loss on retirement of property, plant and equipment Decrease (increase) in notes and accounts receivable trade Decrease (increase) in inventories Increase (decrease) in notes and accounts payable trade Increase (decrease) in other assets/liabilities Increase (decrease) in accrued consumption taxes Other, net Subtotal Interest and dividends received Interest paid Proceeds from subsidy income Proceeds from insurance income Income taxes paid Income taxes refunded Net cash provided by (used in) operating activities –8– 732,937 8,291 (40,345) 13,966 8,875 (146,386) 2,653 579,991 Millions of Yen Fiscal year ended Fiscal year ended March 31, 2021 March 31, 2020 Cash flows from investing activities Proceeds from settlement of forward exchange contracts from acquisition of subsidiaries Net decrease (increase) in time deposits Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of investment securities Proceeds from sale of investment securities Purchase of intangible assets Loans receivable granted Collection of loans receivable Purchase of shares of subsidiaries resulting in change in scope of consolidation Other, net Net cash provided by (used in) investing activities Thousands of U.S. Dollars Fiscal year ended March 31, 2021 – 2,088 18,863 (544) (49,095) 513 (208) 8,141 (6,722) (473) 474 89 (54,137) 263 (20) 1,427 (3,893) (859) 744 812 (489,004) 2,376 (183) 12,897 (35,173) (7,761) 6,728 (48,370) (436,914) 45 (47,869) (1,034) (103,702) (9,345) (936,704) (3,769) (166) 45,110 (49,878) 105,278 (59,040) (1,505) 950,943 – – (4,170) 1,043 – 25,011 225,916 (1,569) (2,447) (22,107) (2,888) (596) (5,388) (1,053) (1,323) (11,955) Net cash provided by (used in) financing activities Effect of exchange rate change on cash and cash equivalents Net increase (decrease) in cash and cash equivalents (14,049) 63,589 574,374 (116) 623 5,634 5,977 24,721 223,295 Cash and cash equivalents at beginning of period Increase (decrease) in cash and cash equivalents resulting from change in scope of consolidation Increase in cash and cash equivalents resulting from merger with unconsolidated subsidiaries unconsolidated subsidiariesat end of period Cash and cash equivalents 103,407 109,384 988,027 – (4,048) (36,566) – 243 2,203 130,301 1,176,959 – *2 Cash flows from financing activities Net increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Redemption of bonds Proceeds from sale of treasury shares Proceeds from issuance of common shares assigned to non-controlling interests Cash dividends paid Payments from changes in ownership interests in subsidiaries that do not result in change in scope of consolidation Other, net *1 The accompanying notes are an integral part of these financial statements. –9– 109,384 *1 (533,290) (37,668) 9,428 [Notes to Consolidated Financial Statements] (Basis of Presenting Consolidated Financial Statements) The accompanying consolidated financial statements of Daio Paper Corporation (hereinafter referred to as “the Company”) have been prepared in accordance with the provisions set forth in the Financial Instruments and Exchange Act of Japan and its related accounting regulations and in conformity with accounting principles generally accepted in Japan (hereinafter referred to as “Japanese GAAP”), which are different in certain aspects as to application and disclosure requirements from International Financial Reporting Standards. In preparing the accompanying consolidated financial statements, Japanese yen figures including the subtotal and total amounts less than one million yen have been rounded down to the nearest million yen. The translation of the Japanese yen amounts into U.S. dollars is included solely for the convenience of readers outside Japan, using the prevailing exchange rate as of March 31, 2021, which was ¥110.71 to $1.00 U.S. dollar figures including the subtotal and total amounts less than one thousand dollars have been rounded down to the nearest thousand dollars. The convenience translations should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange. (Summary of Significant Accounting and Reporting Policies) 1. Scope of consolidation (1) Number of consolidated subsidiaries As of March 31, 2020: 33; as of March 31, 2021: 36 Names of the main consolidated subsidiaries: Iwaki Daio Paper Corporation, Elleair Product Co., Ltd., Forestal Anchile Limitada, Elleair International (Thailand) Co., Ltd., Elleair International China (Nantong) Co., Ltd., PT. Elleair International Trading Indonesia, PT. Elleair International Manufacturing Indonesia, H&PC BRAZIL PARTICIPAÇÕES S.A., Santher - Fábrica de Papel Santa Therezinha S.A. (hereinafter referred to as “Santher S.A.”), Elleair International Turkey Kişisel Bakım Ürünleri Üretim A.Ş. (hereinafter referred to as “Elleair International Turkey A.Ş.”) (Changes in the scope of consolidation or the scope of application of the equity method) The Company’s scope of consolidation has changed mainly as a result of the inclusions of Elleair International Turkey A.Ş., H&PC BRAZIL PARTICIPAÇÕES S.A. and Santher S.A. and the exclusion of Tokyo Pulp & Paper Corporation effective from the first quarter of the fiscal year ended March 31, 2021, as well as the inclusion of KG LOGISTICS LTD. effective from the second quarter of the same fiscal year. (2) Names of the main unconsolidated subsidiaries Main unconsolidated subsidiaries: Daio Eco Work Corporation (Reasons for excluding from the scope of consolidation) Subsidiaries, which are small in terms of their total assets, net sales, profit or loss (amount corresponding to equity), retained earnings (amount corresponding to equity) and other indicators, and do not have a significant effect on the consolidated financial statements, are excluded from the scope of consolidation. 2. Application of the equity method (1) Number of associates accounted for using the equity method As of March 31, 2021: 1 Names of associates accounted for using the equity method Tokyo Pulp & Paper Corporation –10– (2) Unconsolidated subsidiaries (such as Daio Eco Work Corporation) and associates, which are small in terms of their profit or loss (amount corresponding to equity), retained earnings (amount corresponding to equity) and other indicators, and do not have a significant effect on the consolidated financial statements and are immaterial as a whole, are excluded from the scope of application of the equity method. 3. Fiscal years of consolidated subsidiaries Consolidated subsidiaries whose closing date differs from the consolidated closing date are as follows: Company name Closing date Forestal Anchile Limitada December 31 Elleair International (Thailand) Co., Ltd. December 31 Elleair International China (Nantong) Co., Ltd. December 31 PT. Elleair International Trading Indonesia December 31 PT. Elleair International Manufacturing Indonesia December 31 H&PC BRAZIL PARTICIPAÇÕES S.A. December 31 Santher S.A. December 31 Elleair International Turkey A.Ş. December 31 For the purpose of preparing the consolidated financial statements, the Company used the financial statements of the subsidiaries above whose closing date differs from that of the Company. Adjustments to account for material transactions occurring between the actual closing dates and the consolidated closing date are recorded as necessary. 4. Accounting policies (1) Valuation standard and methods for significant assets Securities Available-for-sale securities Available-for-sale securities with quoted market price Investments in available-for-sale securities are stated at fair value based on the quoted market price as of the end of the fiscal year. The valuation differences are accounted for as a separate component of net assets and the cost of securities sold is calculated by using the moving-average method. Available-for-sale securities without quoted market price Investments in securities without quoted market price are stated at cost using the moving-average method. Derivatives Derivative financial instruments are stated at fair value. Inventories Inventories are stated at cost, determined primarily by the moving-average method after recording any write-downs appropriate as a result of the decline in profitability. (2) Depreciation and amortization methods for significant depreciable assets Property, plant and equipment (excluding leased assets) All the items of property, plant and equipment are depreciated using the straight-line method. Intangible assets (excluding leased assets) Intangible assets are amortized using the straight-line method. Leased assets Leased assets arising from finance lease transactions in which ownership of the leased assets is not transferred to the lessee are depreciated or amortized using the straight-line method over the lease term with no residual value. –11– (3) Accounting standard for significant provisions Allowance for doubtful accounts For receivables from insolvent debtors who are undergoing bankruptcy or other collection proceedings or who are in the similar financial condition, an allowance for doubtful accounts is provided based on an evaluation of collectability of each debtor. For other receivables, an allowance is provided based on the Company’s historical rate of uncollectible receivable amounts. Provision for bonuses To provide for payment of bonuses to employees, a provision for bonuses is recorded in the amount that is estimated to be paid as at the end of each fiscal year. Provision for bonuses for directors (and other officers) To provide for payment of bonuses to directors and audit & supervisory board members, a provision for bonuses for directors (and other officers) is recorded in the amount that is estimated to be paid as at the end of each fiscal year. Provision for retirement benefits for directors (and other officers) To provide for payment of retirement benefits to directors and audit & supervisory board members, a provision for retirement benefits for directors (and other officers) is recorded in the amount that is required by the internal rule to be paid at the end of each fiscal year. Provision for share awards To provide for delivery of shares of the Company to directors and executive officers, a provision for share awards is recorded based on the estimated amount of obligation to settle share awards at the end of each fiscal year. Provision for environmental measures To provide for payments related to treatment of the polychlorinated biphenyl (PCB) waste, a provision for environmental measures is recorded in the amount that is estimated to be incurred for the treatment in the future. Provision for loss on business of subsidiaries and associates To provide for operating losses expected to be suffered by subsidiaries and associates in the future, a provision for loss on business of subsidiaries and associates is recorded in the amount that the Company is expected to incur in view of the financial position and other conditions of the subsidiaries and associates. (4) Accounting methods for retirement benefits 1) Method of allocating projected retirement benefit obligation In calculating retirement benefit obligation, the benefit formula basis is applied to attribute the projected retirement benefits to the periods until the end of the current fiscal year. 2) Method for amortizing actuarial gain or loss and past service cost Actuarial gain or loss is amortized from the following fiscal year of the fiscal year in which it is incurred using the straight-line method over a period (mainly five years) which is within the employees’ average remaining years of service at the time of incurrence. Past service cost is amortized using the straight-line method over a period (mainly five years) which is within the employees’ average remaining years of service at the time of incurrence. 3) Application of simplified method at small scale companies, etc. Some of the consolidated subsidiaries apply the simplified method by which they use the amount of retirement benefit which would be required to be paid for voluntary retirement at the end of the fiscal year as retirement benefit obligation in order to calculate the retirement benefit liability and retirement benefit expenses. –12– (5) Standard of translating significant assets or liabilities in foreign currencies into Japanese yen Receivables and payables denominated in foreign currencies are translated into yen at the spot exchange rates in effect at the balance sheet date, and differences arising from the translation are recognized in profit or loss. Assets, liabilities, revenues and expenses of the consolidated foreign subsidiaries are translated into yen at the spot exchange rates in effect at the balance sheet date. Differences arising from the translation are included in foreign currency translation adjustment and non-controlling interests in the net assets section. (6) Significant hedge accounting method Hedge accounting method The Company applies the deferred hedge accounting method. With regard to forward exchange contracts, when hedges against foreign exchange rate fluctuation risk meet certain conditions to qualify for the designated hedge accounting treatment (“furiate shori”), the Company adopts such treatment, by which foreign currency transactions hedged by forward exchange contracts are reported at the forward rate and the resulting differences between the spot rate and the forward rate are amortized over the life of each contract. When an interest rate swap contract meets certain conditions to qualify for the exceptional hedge accounting treatment (“tokurei shori”), the Company adopts such treatment, by which the net amount to be paid or received under the contract is added to or deducted from the interest on the hedged items. Hedging instruments and hedged items 1) Hedging instruments: Hedged items: Forward exchange contracts Foreign currency receivables resulting from export of finished goods and foreign currency payables resulting from import of raw materials 2) Hedging instruments: Hedged items: Interest rate swap contracts Borrowings Hedging policy Based primarily on the Derivatives Transaction Control Regulations, which is the Group’s internal rule, the Group is party to the derivative transactions in order to hedge against the risks of fluctuations in foreign exchange rates and interest rates. Method for evaluation of hedge effectiveness The evaluation of hedge effectiveness is performed by comparing the changes in market prices or changes in cumulative cash flows of hedged items those of with hedging instruments and using them as a basis. The evaluation of hedge effectiveness is not performed for the interest rate swap transactions subject to the exceptional hedge accounting treatment (“tokurei shori”) and for the forward exchange contracts subject to the designated hedge accounting treatment (“furiate shori”). (7) Amortization method and period for goodwill Goodwill is amortized using the straight-line method over a period not exceeding 20 years, which is determined on a dealby-deal basis. (8) Scope of cash and cash equivalents in consolidated statement of cash flows For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash on hand, demand deposits, and short-term investments with a maturity of three months or less from the date of acquisition that are readily convertible into cash and are exposed to immaterial risk of changes in value. –13– (9) Other 1) Accounting for consumption taxes Transactions subject to consumption taxes are recorded at amounts exclusive of consumption taxes. 2) Adoption of consolidated tax return The Company and its certain consolidated subsidiaries have adopted the consolidated tax return system, with the Company being a parent for the purpose of the system. 3) Application of tax effect accounting for the transition from the consolidated tax return system to the group tax sharing system With respect to items subjected to the review under the non-consolidated tax return system conducted in line with the transition from the consolidated tax return system to the group tax sharing system, which was created under the “Act on Partial Revision of the Income Tax Act, etc.” (Act No. 8 of 2020), the Company and its certain domestic consolidated subsidiaries have not applied the provisions of paragraph 44 of the “Implementation Guidance on Tax Effect Accounting” (ASBJ Guidance No. 28 issued on February 16, 2018) in accordance with the treatment set out in paragraph 3 of the “Practical Solution on the Treatment of Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group Tax Sharing System” (PITF No. 39 issued on March 31, 2020). Accordingly, the amounts of deferred tax assets and deferred tax liabilities have been determined based on the provisions of tax laws in effect before the revision. (Significant Accounting Estimates) 1. Valuation of Property, Plant and Equipment and Goodwill The Company’s asset group is the smallest unit of assets that individually generates independent cash flows, and assets are grouped based on units for which separate business plans are formulated for managerial accounting purposes. Idle assts, assets for rent and other assets are grouped on an individual basis. For asset groups that show indications of impairment, such as consistent losses in operating profit and significant drop in market price, the Group determines the recognition of impairment losses by estimating future cash flows based on reasonable assumptions and comparing them with the book values of such asset groups. Then, if they are assessed to be unrecoverable, the book values of the asset groups are written down to the recoverable amounts, and the reduced amounts are recorded in impairment loss. An impairment loss for property, plant and equipment recorded in the consolidated financial statements for the fiscal year ended March 31, 2021 was ¥1,049 million ($9,476 thousand). Additionally, an impairment loss for goodwill recorded in the consolidated financial statements for the fiscal year ended March 31, 2021 was ¥1,143 million ($10,327 thousand). An asset impairment is accounted for as follows. (1) Indications of impairment An indication of impairment is identified if an asset group falls into any of the following: If profit or loss from operating activities remain negative or are expected to remain negative taking into account, among other things, past operating results, budgets based on the Medium-term Business Plan and business plans at the recognition of goodwill If a change that significantly decreases the recoverable value has occurred or is expected to occur with respect to the scope or method of use If the business environment has deteriorated significantly or is expected to deteriorate significantly If the market price has declined significantly –14– (2) Determination of recognition of impairment loss For an assets group judged to have an indication of impairment, the book value is compared with the total undiscounted future cash flows, if necessary. Then, the Group determines that the asset group needs to be impaired if the book value is greater than the total future cash flows. Assumptions used to determine the total future cash flows are based on future estimates for each asset group and three-year budgets based on the Medium-term Business Plan, and take into account the future growth rates of markets and entire economy, as well as current and expected economic conditions. (3) Measurement of impairment loss For an asset group determined to recognize an impairment loss, the higher of net selling price (the fair value of the appraisal value, etc. reasonably determined by a third party, less the estimated costs for disposal) and value in use (discounted future cash flows) is used as the recoverable amount. Then, the book value is written down to the recoverable amount, and the reduced amount is recognized as impairment loss for the current fiscal year. (Accounting Standards That Have Not Yet Been Applied) 1. Accounting Standard for Revenue Recognition, etc. “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29 issued on March 31, 2020) “Implementation Guidance on Accounting Standard for Revenue Recognition” (ASBJ Guidance No. 30 issued on March 26, 2021) (1) Summary A comprehensive accounting standard for revenue recognition. Revenue is recognized by applying the following five steps. Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies the performance obligation (2) Planned date of application To be applied from the beginning of the fiscal year ending March 31, 2022. (3) Impact of application of these accounting standards The amount of the impact of the application on consolidated financial statements is currently under assessment. 2. Accounting Standards for Fair Value Measurement, etc. “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30 issued on July 4, 2019) “Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance No. 31 issued on July 4, 2019) “Accounting Standard for Measurement of Inventories” (ASBJ Statement No. 9 issued on July 4, 2019) “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10 issued on July 4, 2019) “Implementation Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No. 19 issued on March 31, 2020) (1) Summary In order to improve the comparability with the provisions of internationally recognized accounting standards, the Accounting Standards Board of Japan (the “ASBJ”) has developed the “Accounting Standard for Fair Value Measurement” and the “Implementation Guidance on Accounting Standard for Fair Value Measurement” (hereinafter referred to as the “Fair Value Measurement Standards, etc.”) and established guidance and other rules on the method of fair value measurement. The Fair –15– Value Measurement Standards, etc. will be applicable to the fair values of the following items: Financial instruments included in the “Accounting Standard for Financial Instruments” Inventories held for trading purposes included in the “Accounting Standard for Measurement of Inventories” The ASBJ has also revised the “Implementation Guidance on Disclosures about Fair Value of Financial Instruments” to set forth matters required to be included in the notes to the breakdown of fair value of financial instruments by level. (2) Planned date of application To be applied from the beginning of the fiscal year ending March 31, 2022. (3) Impact of application of these accounting standards The amount of the impact of the application on consolidated financial statements is currently under assessment. (Changes in the Method of Presentation) (Application of the “Accounting Standard for Disclosure of Accounting Estimates”) The Group has adopted the “Accounting Standard for Disclosure of Accounting Estimates” (ASBJ Statement No. 31 issued on March 31, 2020) from the consolidated financial statements for the fiscal year ended March 31, 2021, and the notes to significant accounting estimates are included therein. However, information for the fiscal year ended March 31, 2020 is not included in the notes, in accordance with the transitional treatment stipulated in the proviso of paragraph 11 of the accounting standard. (Consolidated statement of income) “Rental income from non-current assets” and “Insurance claim income” under “Non-operating income” and “Refund of income taxes,” which were presented separately for the fiscal year ended March 31, 2020, have been included in “Other” under “Nonoperating income” and “Income taxes - current,” respectively, from the fiscal year ended March 31, 2021 due to a decrease in financial significance. In addition, “Expenses for ship lease” included in “Other” under “Non-operating expenses” and “National subsidies,” “Gain on sale of non-current assets” and “Insurance claim income” included in “Other” under “Extraordinary income” and “Loss on tax purpose reduction entry of non-current assets” included in “Other” under “Extraordinary losses” for the fiscal year ended March 31, 2020 have been presented separately from the fiscal year ended March 31, 2021 due to an increase in financial significance. To reflect these changes in presentation, the reclassification of accounts has been made in the comparative financial information for the fiscal year ended March 31, 2020. As a result, the ¥393 million presented as “Rental income from non-current assets,” ¥435 million presented as “Insurance claim income” and ¥1,523 million presented as “Other” under “Non-operating income” in the consolidated statement of income for the fiscal year ended March 31, 2020 have been reclassified to be presented as ¥2,352 million of “Other,” and the ¥2,225 million presented as “Other” under “Non-operating expenses” has been reclassified to be presented as ¥524 million of “Expenses for ship lease” and ¥1,700 million of “Other.” The ¥790 million presented as “Other” under “Extraordinary income” has been reclassified to be presented as ¥126 million of “National subsidies,” ¥11 million of “Gain on sale of non-current assets,” ¥168 million of “Insurance claim income” and ¥483 million of “Other.” The ¥725 million presented as “Other” under “Extraordinary losses” has been reclassified to be presented as ¥126 million of “Loss on tax purpose reduction entry of non-current assets” and ¥598 million of “Other.” Furthermore, the ¥12,632 million presented as “Income taxes - current” and ¥(343) million presented as “Refund of income taxes” have been reclassified to be presented as ¥12,289 million of “Income taxes – current.” (Consolidated statement of cash flows) “Loss on tax purpose reduction entry of non-current assets” included in “Other, net” under “Cash flows from operating activities” for the fiscal year ended March 31, 2020 has been presented separately from the fiscal year ended March 31, 2021 due to an increase in financial significance. In addition, “Payments of leasehold deposits,” which were presented separately under “Cash –16– flows from investing activities” for the fiscal year ended March 31, 2020, have been included in “Other, net” under “Cash flows from investing activities” from the fiscal year ended March 31, 2021 due to a decrease in financial significance. To reflect these changes in presentation, the reclassification of accounts has been made in the comparative financial information for the fiscal year ended March 31, 2020. As a result, the ¥(58) million presented as “Other, net” under “Cash flows from operating activities” in the consolidated statement of cash flows for the fiscal year ended March 31, 2020 has been reclassified to be presented as ¥19 million of “Loss on tax purpose reduction entry of non-current assets” and ¥(78) million of “Other, net,” and the ¥(19) million presented as “Payments of leasehold deposits” and ¥65 million presented as “Other, net” under “Cash flows from investing activities” have been reclassified to be presented as ¥45 million of “Other, net.” (Additional Information) (Expansion of the Scope of the Employee Share Grant System to Employees at the Company’s Managerial Positions) At the Board of Directors’ Meeting held on March 11, 2021, the Company has resolved to expand the scope of the Employee Share Grant System (introduced on October 16, 2019) for executive officers of the Company to include employees at managerial positions of the Company, and to extend the term of the trust until March 31, 2026. In accordance with this, we have resolved to place additional money in the trust for the trustee to acquire additional shares of the Company. (1) Purpose of expanding the scope of the system The purpose of this system is to realize the “sustainable enhancement of corporate value” by fostering employees’ sense of participation in management and encouraging them to change their action with the incentive that employees receive economic benefits from the increase in the stock price of the Company. By expanding the scope of the system from executive officers to managers, we aim to encourage company-wide actions leading to the enhancement of corporate value over the medium- to long- term, such as cross-company, holistic and optimal problem solving, continuous development of self-directed human resources who can “think, decide and act on their own”, and creation of new value with respect for diversity and ideas for solving social issues. (2) Overview of the transaction The system is a share grant system, in which a trust established and funded by the Company acquires shares of the Company, and a number of such shares corresponding to the number of points granted to each person eligible for the system by the Company shall be distributed to the eligible person through the trust. (3) Treasury shares remaining in the trusts The Company’s shares remaining in the Board Benefit Trust (BBT) and the Trust for Delivery of Shares to Employees are recorded as treasury shares in the net assets section at the book value in the trusts (excluding the amount of incidental expenses). The book value and the number of such treasury shares at the end of the fiscal year ended March 31, 2021 were ¥1,803 million ($16,293 thousand) and 1,018 thousand shares, respectively. (Introduction of Trust-Type Employee Stock Ownership Plan (ESOP)) At the Board of Directors’ Meeting held on March 11, 2021, the Company has resolved to introduce a “Trust-Type Employee Stock Ownership Plan (ESOP)” (hereinafter referred to as the “Plan”) as an incentive plan by utilizing the Group’s employee shareholding association, for the purpose of enhancing the medium- to long-term corporate value and advancing benefits for its employees. (1) Purpose of introducing the Plan The purpose of the Plan is to promote stable asset formation of the Group’s employees by activating the employee shareholding association of the Group as part of its welfare program, as well as to enhance the Company’s medium- to long-term corporate value by increasing the Group employees’ sense of participation in the corporate management and providing them with incentives –17– to improve business performance. (2) Overview of the transaction The Company is introducing this Plan to the Group’s employees who are member of the “Daio Paper Employee Shareholding Association” (hereinafter referred to as the “Shareholding Association”). The Company will establish an “Employee Shareholding Association Trust (third-party beneficiary trust)” (hereinafter referred to as the “Shareholding Trust”), for which the Group’s employees, who are members of the Shareholding Association and have fulfilled certain criteria, are the beneficiaries. The Shareholding Trust will collectively acquire the Company’s shares for an amount expected to be acquired by the Shareholding Association over the five years following the trust agreement, using funds procured through bank borrowings. The Company will guarantee such borrowings undertaken by the Shareholding Trust. After the introduction of the Plan, the acquisition of the Company’s shares by the Shareholding Association will be conducted through purchase from the Shareholding Trust. If an amount equivalent to the net gain on sale of shares has accumulated in the Shareholding Trust through the acquisition of the Company’s shares by the Shareholding Association, such amount will be distributed to the Group’s employees who are beneficiaries when the trust period comes to an end. Meanwhile, if the Shareholding Trust is unable to pay off the debt obligation due to a drop in the Company’s share price, the Company will repay the outstanding debt to the lender bank. In such cases, the Group’s employees who are members of the Shareholding Association will not bear the debt. (3) Treasury shares remaining in the trust The Company’s shares remaining in the trust are recorded as treasury shares in the net assets section at the book value in the trust (excluding the amount of incidental expenses). The book value and the number of such treasury shares at the end of the fiscal year ended March 31, 2021 were ¥999 million ($9,032 thousand) and 517 thousand shares, respectively. (4) Book value of borrowings recorded using the gross method Fiscal year ended March 31, 2020: Not applicable; fiscal year ended March 31, 2021: ¥999 million ($9,032 thousand) (Impact of the COVID-19 Infection) The spread of the COVID-19 infection is an event affecting the global economy and corporate activities inside and outside of Japan. In Japan, although vaccination for certain groups of people has begun, restrictions on economic activity and daily lives remain in place. In addition, as the infection of new variant of coronavirus, which is more infectious, is increasing, it is difficult to estimate when the pandemic will be over at this time. With respect to our expected impact of the spread of this disease on earnings forecasts and accounting estimates, we assume that the situation will gradually recover given that demands for products would change along with the repetition of temporary spread and containment of the disease. Such an assumption is based on the current situation in which the demand for papers is declining due to reasons, such as global economic slowdown, self-restraint of events and the spread of remote working, whereas the demands for face masks and wet tissues are increasing, driven by the growing awareness of hygiene among consumers. Based on the assumption, we have made accounting estimates, such as for the impairment of non-current assets. However, any changes in the above assumption may affect the Group’s financial position and operating results because it will take a considerable amount of time for the global economy to bounce back and there are many uncertainties about the impact of the spread of the COVID-19 infection on economic activity. –18– (Notes to Consolidated Balance Sheet) *1. Assets pledged as collateral are as follows: As of March 31, 2020 (Millions of Yen) [–] Cash and deposits – Buildings and structures 17,656 [17,057] Machinery, equipment and vehicles 22,470 [21,918] Land 30,193 [28,572] [–] Other – Total 70,319 [67,548] Associated secured debt obligations are as follows: As of March 31, 2020 (Millions of Yen) Long-term borrowings (including 2,113 [1,945] the current portion) Long-term accounts payable – facilities (including the current 407 [–] portion) Total 2,520 [1,945] As of March 31, 2021 As of March 31, 2021 (Millions of Yen) (Thousands of U.S. Dollars) [–] 23,607 2,613 [–] 164,149 18,172 [15,008] [135,562] 159,609 17,670 [17,164] [155,036] 272,716 30,192 [28,571] [258,073] [–] 8,917 987 [–] 69,636 [60,743] 628,998 [548,671] As of March 31, 2021 (Millions of Yen) As of March 31, 2021 (Thousands of U.S. Dollars) 1,059 [924] 9,572 [8,354] 267 [–] 2,417 [–] 1,327 [924] 11,989 [8,354] (Note) The figures in square brackets indicate the amounts of factory foundation mortgage and the debt secured by the factory foundation mortgage. *2. The following are the amounts of the reduction entry associated with acquisition of property, plant and equipment using government subsidies. Buildings and structures Machinery, equipment and vehicles Land Other As of March 31, 2020 (Millions of Yen) [1,102] 10 [5,439] 156 [568] – [122] 0 As of March 31, 2021 (Millions of Yen) [1,102] – [6,288] 868 [568] – [122] – As of March 31, 2021 (Thousands of U.S. Dollars) – [9,954] 7,849 [56,800] – [5,136] – [1,104] (Note) The figures in square brackets above indicate the accumulated amounts of the reduction entry associated with acquisition of property, plant and equipment using the government subsidies. *3. Investments in unconsolidated subsidiaries and associates are as follows: As of March 31, 2020 (Millions of Yen) As of March 31, 2021 (Millions of Yen) 1,993 2,799 25,285 118 – – Investment securities (equity securities) Investments and other assets Other (investments in capital) 4. As of March 31, 2021 (Thousands of U.S. Dollars) Guarantee liabilities The Company has committed to provide the following debt guarantees for borrowings taken out by companies other than the consolidated subsidiaries and associates from financial institutions. As of March 31, 2020 As of March 31, 2021 (Millions of Yen) (Millions of Yen) Fujiseishi Cooperative 60 61 Other Total 5. As of March 31, 2021 (Thousands of U.S. Dollars) 554 – 21 198 60 83 752 Notes receivable transferred by endorsement As of March 31, 2020 (Millions of Yen) Notes receivable transferred by endorsement 342 As of March 31, 2021 (Millions of Yen) – –19– As of March 31, 2021 (Thousands of U.S. Dollars) – 6. Discounts on electronically recorded monetary claims - operating As of March 31, 2020 (Millions of Yen) Discounts on electronically recorded monetary claims operating As of March 31, 2021 (Millions of Yen) 884 – As of March 31, 2021 (Thousands of U.S. Dollars) – (Notes to Consolidated Statement of Income) *1. Selling, general and administrative expenses mainly consist of the following: Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) Logistics and warehousing expenses 51,817 53,868 486,575 Salaries, allowances and bonuses 15,689 16,879 152,466 Provision for bonuses 1,957 2,086 18,846 806 694 6,270 Retirement benefit expenses *2. Fiscal year ended March 31, 2021 (Millions of Yen) Research and development expenses included in selling, general and administrative expenses and manufacturing costs are as follows: *3. Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) 3,042 3,109 Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 28,085 Foreign exchange gains “Foreign exchange gains” recorded under extraordinary income for the fiscal year ended March 31, 2021 arose from forward exchange contracts in relation to the acquisition of shares of Santher S.A. *4. The details of gain on sale of non-current assets are as follows: Fiscal year ended March 31, 2020 (Millions of Yen) *5. Fiscal year ended March 31, 2021 (Millions of Yen) Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) Buildings and structures 0 0 0 Machinery, equipment and vehicles 7 54 495 Land 3 9 83 Tools, furniture and fixtures, etc. 0 6 56 Total 11 70 634 The details of loss on sales and retirement of non-current assets are as follows: Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) Buildings and structures 295 189 1,709 Machinery, equipment and vehicles 255 472 4,264 5 15 137 Removal costs, etc. 942 1,120 10,118 Total 1,499 1,796 16,228 Land –20– Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) *6. Impairment loss The Group recognized impairment losses for the following asset groups. For the fiscal year ended March 31, 2020 Use Assets for rent Idle assets Type Buildings and structures; tools, furniture and fixtures Buildings and structures, machinery and equipment, land, intangible assets - other Location Millions of Yen Matsuyama City, Ehime Prefecture 1,190 Shikoku-Chuo City, Ehime Prefecture and other 551 The Group recognizes an impairment loss by grouping assets by business unit whose cash inflows and outflows are captured consistently for managerial accounting purposes. Assets that are not directly in use for business operations (consisting of idle assets, assets for rent and other assets) are grouped on an individual basis. The book values of assets for rent (buildings and structures and tools, furniture and fixture) were written down to their recoverable amounts as the cash flows are expected to remain negative from the fiscal year ending March 31, 2021 onwards. The breakdown of the impairment losses is ¥1,172 million for building and structures and ¥17 million for tools, furniture and fixture. The recoverable amounts of the assets for rent are measured at value in use, which is determined by discounting future cash flows at 6.2%. The book values of idle assets (buildings and structures, machinery and equipment, land, and intangible assets - other) were written down to their recoverable amounts. The breakdown of the impairment losses is ¥0 million for buildings and structures, ¥19 million for machinery and equipment, ¥15 million for land and ¥515 million for intangible assets - other. The recoverable amounts of idle assets are measured at net selling price by valuing the assets primarily at their estimated selling price. For the fiscal year ended March 31, 2021 Use Other assets Business assets Idle assets Type Goodwill, trademark right Buildings and structures, machinery and equipment, etc. Structures; machinery and equipment; tools, furniture and fixtures; land Location Fuji City, Shizuoka Prefecture West Java Province, Indonesia Shikoku-Chuo City, Ehime Prefecture and other Millions of Yen Thousands of U.S. Dollars 1,526 13,790 983 8,886 65 590 The Group recognizes an impairment loss by grouping assets by business unit whose cash inflows and outflows are captured consistently for managerial accounting purposes. Assets that are not directly in use for business operations (consisting of idle assets, assets for rent and other assets) are grouped on an individual basis. The book values of other assets (goodwill, trademark right) were written down to their recoverable amounts as the profit levels of some of its consolidated subsidiaries are expected to fall short of the levels set forth in their business plans, which the Company formulated at the time of the acquisition. The breakdown of the impairment losses is ¥1,143 million ($10,327 thousand) for goodwill and ¥383 million ($3,463 thousand) for trademark right. The book values of business assets (buildings and structures, machinery and equipment, etc.) were written down to their recoverable amounts as the profitability of the assets declined due to consistent losses in operating profit. The breakdown of the impairment losses is ¥191 million ($1,730 thousand) for buildings and structures, ¥588 million ($5,320 thousand) for machinery and equipment, and ¥203 million ($1,836 thousand) for others. The book value of idle assets (structures; machinery and equipment; tools, furniture and fixtures; land) were written down to their recoverable amounts. The breakdown of the impairment losses in ¥10 million ($99 thousand) for structures, ¥51 million ($465 thousand) for machinery and equipment, ¥0 million ($2 thousand) for tools, furniture and fixtures and ¥2 –21– million ($24 thousand) for land. The recoverable amounts of business assets and idle assets are measured at net selling price by valuing the assets primarily at their estimated selling price. *7. The amounts of inventories at the end of the fiscal years are calculated by writing down the value based on any decreased profitability. Losses on valuation of inventories included in cost of sales are shown as follows: Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) 640 Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 965 8,721 (Note to Consolidated Statement of Comprehensive Income) * The reclassification and tax effects allocated to each component of other comprehensive income are as follows: Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) (1,973) 2,030 18,342 (6,759) (175) (1,588) (8,733) 1,854 16,754 2,391 (453) (4,100) (6,341) 1,400 12,654 Amount arising during the year 13 32 293 Reclassification adjustments Valuation difference on available-for-sale securities: Amount arising during the year Reclassification adjustments Before tax effect adjustment Tax effect Valuation difference on available-forsale securities Deferred gains or losses on hedges: Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 29 (13) (125) Before tax effect adjustment 42 18 168 Tax effect (13) (5) (51) Deferred gains or losses on hedges 29 12 117 Amount arising during the year 685 (3,539) (31,973) Reclassification adjustments - - 0 Before tax effect adjustment 685 (3,539) (31,973) Tax effect Foreign currency translation adjustment Remeasurements of defined benefit plans, net of tax: Amount arising during the year - - 0 685 (3,539) (31,973) (164) 1,434 12,953 34 (122) (1,102) (129) 1,312 11,851 46 (428) (3,869) (83) 883 7,982 - 26 238 - (0) (1) - 26 237 (5,709) (1,215) (10,983) Foreign currency translation adjustment: Reclassification adjustments Before tax effect adjustment Tax effect Remeasurements of defined benefit plans, net of tax Share of other comprehensive income of entities accounted for using equity method: Amount arising during the year Reclassification adjustments Share of other comprehensive income of entities accounted for using equity method Total other comprehensive income –22– (Notes to Consolidated Statement of Changes in Net Assets) For the fiscal year ended March 31, 2020 1. Type and number of shares issued and type and number of treasury shares are summarized as follows: Number of shares Increase Decrease April 1, 2019 (in thousands) (in thousands) (in thousands) Number of shares March 31, 2020 (in thousands) Shares issued: Common stock 153,713 819 – 154,532 153,713 819 – 154,532 Common stock (Note) 3,620 306 302 3,624 Total 3,620 306 302 3,624 Total Treasury shares: (Notes) 1. The 819 thousand share increase in the number of shares issued of common stock is due to conversion of convertible bonds. 2. The Company has introduced a stock-based incentive system using the Board Benefit Trust (BBT) for Directors, etc. Accordingly, the number of treasury shares as of March 31, 2020 includes 302 thousand shares of the Company’s stock held by the trust account. (Overview of reasons for change in the number of treasury shares) The major breakdown of the increase is as follows: Acquisition by the trust for the BBT: 302 thousand shares Increase due to purchase of shares in less than standard units, etc.: 4 thousand shares The major breakdown of the decrease is as follows: Sale to the trust for the BBT: 302 thousand shares 2. Stock acquisition rights and treasury stock acquisition rights Company name Details Filing company Euro Yen Zero Coupon Convertible Bonds due 2020 (issued on September 17, 2015) Type of stock Number of shares subject to stock acquisition rights (in thousands) (Note 2) subject to stock acquisition April 1, March 31, Increase Decrease rights 2019 2020 Common stock 16,452 – 819 15,633 Balance as of March 31, 2020 (Millions of Yen) (Note 1) (Note 3) (Notes) 1. Convertible bonds are accounted for using the lump-sum method, by which a bond portion and a stock acquisition right portion are treated as non-separable. 2. The number of shares subject to stock acquisition rights shown above is the number of shares based on the assumption that the stock acquisition rights were fully exercised. 3. Reason for change in number of shares subject to stock acquisition rights A decrease in the number of shares subject to stock acquisition rights is due to conversion of convertible bonds. 3. Dividends (1) Amount of cash dividends distributed Resolution General Shareholders’ Meeting held on June 27, 2019 Board of Directors’ Meeting held on November 13, 2019 Type of shares Total amount of dividends (Millions of Yen) Common stock 829 5.50 Common stock 753 5.00 Dividends per share (Yen) –23– Record date Effective date March 31, 2019 June 28, 2019 September 30, 2019 December 6, 2019 (2) Dividends with record date in the current fiscal year, and effective date in the following fiscal year Total amount of Source of Dividends per Resolution Type of shares dividends Record date dividends share (Yen) (Millions of Yen) General Shareholders’ Retained Common stock 1,291 8.50 March 31, 2020 Meeting held on earnings June 26, 2020 Effective date June 29, 2020 (Note) The total amount of dividends resolved at the General Shareholders’ Meeting held on June 26, 2020 includes ¥2 million of dividends paid to the trust account for the BBT established for the stock-based incentive system for Directors, etc. For the fiscal year ended March 31, 2021 1. Type and number of shares issued and type and number of treasury shares are summarized as follows: Number of shares Increase Decrease April 1, 2020 (in thousands) (in thousands) (in thousands) Number of shares March 31, 2021 (in thousands) Shares issued: Common stock 154,532 14,481 - 169,013 154,532 14,481 - 169,013 Common stock (Note) 3,624 1,233 1,940 2,917 Total 3,624 1,233 1,940 2,917 Total Treasury shares: (Notes) 1. The 14,481 thousand share increase in the number of shares issued of common stock is due to conversion of convertible bonds. 2. The Company has introduced a stock-based incentive system using the BBT for Directors, etc. Accordingly, the numbers of treasury shares as of April 1, 2020 and March 31, 2021 include 302 thousand shares and 1,018 thousand shares of the Company’s stock held by the trust account, respectively. The Company has also introduced the Shareholding Trust, for which the Group’s employees, who are members of the Shareholding Association and have fulfilled certain criteria, are the beneficiaries. Accordingly, the number of treasury shares as of March 31, 2021 includes 517 thousand shares of the Company’s stock held by the trust account. (Overview of reasons for change in the number of treasury shares) The major breakdown of the increase is as follows: Acquisition by the trust for the BBT: 716 thousand shares Acquisition by the trust for the Shareholding Trust: 517 thousand shares The major breakdown of the decrease is as follows: Sale to the trust for the BBT: 716 thousand shares Sale to the trust for the Shareholding Trust: 517 thousand shares Sale of the Company’s shares by subsidiaries: 552 thousand shares 2. Stock acquisition rights and treasury stock acquisition rights Company name Details Filing company Euro Yen Zero Coupon Convertible Bonds due 2020 (issued on September 17, 2015) Balance as of Type of stock Number of shares subject to stock acquisition rights March 31, 2021 (in thousands) (Note 2) subject to stock (Millions of Yen/ acquisition April 1, March 31, Thousands of U.S. Increase Decrease rights 2020 2021 Dollars) Common stock 15,633 – 15,633 – (Note 1) (Note 3) (Notes) 1. Convertible bonds are accounted for using the lump-sum method, by which a bond portion and a stock acquisition right portion are treated as non-separable. 2. The number of shares subject to stock acquisition rights shown above is the number of shares based on the assumption that the stock acquisition rights were fully exercised. 3. Reason for change in number of shares subject to stock acquisition rights A decrease in the number of shares subject to stock acquisition rights is due to conversion of convertible bonds. –24– 3. Dividends (1) Amount of cash dividends distributed Resolution General Shareholders’ Meeting held on June 26, 2020 Board of Directors’ Meeting held on November 11, 2020 Resolution General Shareholders’ Meeting held on June 26, 2020 Board of Directors’ Meeting held on November 11, 2020 Type of shares Total amount of dividends (Millions of Yen) Dividends per share (Yen) Common stock 1,291 8.50 Common stock 1,164 7.00 Type of shares Record date Effective date March 31, 2020 June 29, 2020 September 30, 2020 December 4, 2020 Total amount of dividends Dividends per share (Thousands of U.S. (U.S. Dollars) Dollars) Common stock 11,663 0.08 Common stock 10,521 0.06 Record date Effective date March 31, 2020 June 29, 2020 September 30, 2020 December 4, 2020 (Note) The total amounts of dividends resolved at the General Shareholders’ Meeting held on June 26, 2020 and the Board of Directors’ Meeting held on November 11, 2020 include ¥2 million ($23 thousand) and ¥2 million ($19 thousand) of dividends, respectively, paid to the trust account for the BBT established for the stock-based incentive system for Directors, etc. (2) Dividends with record date in the current fiscal year, and effective date in the following fiscal year Total amount of Source of Dividend per Resolution Type of shares dividends Record date dividends share (Yen) (Millions of Yen) General Shareholders’ Retained Common stock 1,676 10.00 March 31, 2021 Meeting held on earnings June 29, 2021 Resolution General Shareholders’ Meeting held on June 29, 2021 Total amount of dividends Type of shares (Thousands of U.S. Dollars) Source of dividends Dividend per share (U.S. Dollars) Common stock Retained earnings 0.09 15,141 Effective date June 30, 2021 Record date Effective date March 31, 2021 June 30, 2021 (Note) The total amount of dividends resolved at the General Shareholders’ Meeting held on June 29, 2021 includes ¥10 million ($91 thousand) of dividends paid to the trust account for the BBT established for the stock-based incentive system for Directors, etc. and ¥5 million ($46 thousand) of dividends paid to the trust account for the Shareholding Trust established upon the introduction of the Trust-Type Employee Stock Ownership Plan (ESOP). (Notes to Consolidated Statement of Cash Flows) *1. Cash and cash equivalents in the consolidated statement of cash flows for the fiscal years ended March 31, 2020 and 2021 are reconciled to the accounts reported in the consolidated balance sheet as of March 31, 2020 and 2021 as follows: Fiscal year ended Fiscal year ended Fiscal year ended March 31, 2020 March 31, 2021 March 31, 2021 (Millions of Yen) (Millions of Yen) (Thousands of U.S. Dollars) Cash and deposits 113,054 130,643 1,180,050 Time deposits with maturities of (3,669) (342) (3,091) more than three months Cash and cash equivalents 109,384 130,301 1,176,959 –25– *2. Breakdown of assets and liabilities of the companies that newly became consolidated subsidiaries following the Company’s acquisition of their shares For the fiscal year ended March 31, 2020 Not applicable. For the fiscal year ended March 31, 2021 The breakdown of assets and liabilities and the reconciliation to the share acquisition price and net cash used in the acquisition of Santher S.A. through the acquisition of its shares are as follows: Millions of Yen Current assets Non-current assets Goodwill Current liabilities Non-current liabilities Non-controlling interests Acquisition price Cash and cash equivalents Accounts payable - other Net cash used in the acquisition 10,720 31,687 20,502 (11,042) (19,876) 19,698 51,690 (1,359) (4,894) 45,436 Thousands of U.S. Dollars 96,831 286,218 185,194 (99,741) (179,532) 177,931 466,901 (12,282) (44,209) 410,410 The breakdown of assets and liabilities and the reconciliation to the share acquisition price and net cash used in the acquisition of Elleair International Turkey A.Ş. through the acquisition of its shares are as follows: Millions of Yen Current assets Non-current assets Goodwill Current liabilities Non-current liabilities Non-controlling interests Foreign currency translation adjustment Acquisition price Cash and cash equivalents Acquisition through a debt-equity swap Accounts receivable - other Net cash used in the acquisition 976 468 1,700 (2,903) (59) (8) (1) 172 (22) 2,186 33 2,370 –26– Thousands of U.S. Dollars 8,817 4,231 15,362 (26,222) (541) (73) (13) 1,561 (203) 19,747 304 21,409 (Lease Transactions) 1. Finance lease transactions Finance lease transactions in which ownership of the leased assets is not transferred to the lessee Details of leased assets Property, plant and equipment Mainly production facilities (machinery, equipment and vehicles) Depreciation and amortization of leased assets As described in “4. Accounting policies (2) Depreciation and amortization methods for significant depreciable assets,” leased assets are depreciated or amortized using the straight-line method over the lease term with no residual value. 2. Operating lease transactions (Lessee) Future minimum lease payments relating to non-cancellable operating leases As of March 31, 2020 As of March 31, 2021 (Millions of Yen) (Millions of Yen) As of March 31, 2021 (Thousands of U.S. Dollars) Due within one year 1,954 1,909 17,249 Due after one year 13,059 11,015 99,503 15,014 12,925 116,752 Total (Financial Instruments) 1. Overview (1) Group policy for financial instruments The Group raises funds required to implement the capital investment plan through bank borrowings and bond issues. Also, the Group raises short-term working capital through bank borrowings. Derivative financial instruments are utilized to reduce risks and the Group does not hold or issue derivative financial instruments for speculative trading purposes. (2) Details of financial instruments and risks Trade receivables, presented as notes and accounts receivable – trade, are exposed to credit risk of customers. Investment securities are mostly stocks that are held by the Group in conjunction with the business or capital alliance with our business partners and are exposed to the risk of market price fluctuation. The Company is also a lender who delivers long-term loans to its subsidiaries and business partners. Trade payables, presented as notes and accounts payable – trade, are mostly due within one year. Borrowings and bonds payable are taken out primarily for the purpose of financing the Group’s capital expenditures. While the floating-rate borrowings are exposed to interest rate fluctuation risk, part of the risks are hedged by using derivative financial instruments, i.e. interest rate swap transactions. Derivative transactions used by the Company include interest rate swap transactions and forward exchange contracts. These are used to manage the risk of significant financial impact arising from interest rate fluctuations on interest expenses from borrowings and exchange rate fluctuations on foreign currency trade receivables and payables, respectively. Regarding hedging instruments and hedged items, the hedging policy and method for evaluation of hedge effectiveness of hedging activities, please refer to “4. Accounting policies (6) Significant hedge accounting method.” (3) Risk management for financial instruments 1) Management of credit risk (the risk of non-performance by business counterparts) The Company protects and manages trade receivables by first establishing a credit limit of each customer based on their financial situation and creditworthiness, and then monitoring the due dates and the outstanding balance on a customer-bycustomer basis primarily in accordance with the Credit Control Regulations, which are the Company’s internal rules. –27– Creditworthiness is measured using credit information obtained through the credit-reporting agencies and collected by the Company on its own behalf. Furthermore, the Company takes appropriate measures, such as holding transaction credit insurance and factoring, to protect and manage certain trade receivables. In addition, long-term loans receivable are controlled by regularly updating the borrowers’ financial situation on top of monitoring the due dates and the outstanding balances so as to quickly detect and reduce concerns about collection. The consolidated subsidiaries also follow the same procedures in accordance with the Company’s Credit Control Regulations. 2) Management of market risk (the risk of foreign exchange and interest rate fluctuations) The Company and certain consolidated subsidiaries use interest rate swap transactions to reduce the risk of interest rate fluctuations on interest expenses from borrowings. Investment securities are subject to review on a regular basis to allow for appropriate portfolio decisions by monitoring their fair values and the financial situation of business partners whose shares are owned by the Company, and evaluating the relationship with them. Regarding derivative transactions, the basic policy is determined by the Board of Directors and transactions are entered into by the Treasury Department in accordance with the Derivatives Transaction Control Regulations, which is the Company’s internal rule. 3) Management of liquidity risk related to financing activities (the risk of non-performance on a due date) The Company manages liquidity risk, or the risk of non-performance by the Company on due dates, associated with trade payables and borrowings primarily through monthly preparation of a cash budget by the Treasury Department based on the reported forecasts received from each department. The consolidated subsidiaries also manage liquidity risk by preparing a cash budget in the same manner on a monthly basis. (4) Supplemental explanation regarding fair value of financial instruments Fair value of financial instruments is measured based on quoted market prices, if available, or reasonably assessed value if a quoted market price is not available. Fair value of financial instruments for which a quoted market price is not available is calculated based on certain assumptions, and the fair value might differ if different assumptions are used. –28– 2. Matters related to fair values of financial instruments Book value, fair value and their difference are summarized as follows. Financial instruments whose fair values are extremely difficult to determine are excluded from the following table (See Note 2 for details.) For the fiscal year ended March 31, 2020 (Millions of Yen) Book value Fair value Difference (1) Cash and deposits (2) Notes and accounts receivable – trade (3) Electronically recorded monetary claims operating (4) Investment securities (5) Long-term loans receivable (including the current portion) Allowance for doubtful accounts (*1) Net amount 113,054 92,741 113,054 92,741 - - 10,982 10,982 - 18,744 18,744 - (823) 3,000 3,095 95 Total of assets 238,522 238,618 95 (1) (2) (3) (4) (5) (6) 53,135 15,452 39,215 10,946 60,300 53,135 15,452 39,215 10,946 60,101 - - - - (198) 22,540 22,782 241 295,824 294,003 (1,821) 1,105 1,102 (3) 498,521 496,739 (1,782) [14] [14] - Notes and accounts payable – trade Short-term borrowings Accounts payable – other Income taxes payable Bonds payable Current portion of bonds with share acquisition rights (7) Long-term borrowings (8) Long-term accounts payable – facilities (including the current portion) Total liabilities 3,823 Derivative transactions (*2) (*1) Allowance for doubtful accounts separately accounted for on long-term loans receivable is deducted. (*2) Receivables and payables from derivatives transactions are presented on a net basis with figures in square brackets representing net payable balances. –29– For the fiscal year ended March 31, 2021 (Millions of Yen) Book value Fair value Difference (1) Cash and deposits (2) Notes and accounts receivable – trade (3) Electronically recorded monetary claims operating (4) Investment securities (5) Long-term loans receivable (including the current portion) (6) Long-term deposits Total of assets (1) Notes and accounts payable – trade 130,643 100,019 130,643 100,019 - - 8,005 8,005 - 18,279 18,279 - 3,000 3,026 26 314 260,261 64,662 314 260,288 64,662 - 26 - (2) (3) (4) (5) (6) 13,744 40,191 6,492 60,000 13,744 40,191 6,492 59,986 - - - (14) 348,838 347,042 (1,796) 581 580 (1) 534,512 [32] 532,700 [32] (1,812) - Short-term borrowings Accounts payable – other Income taxes payable Bonds payable (including the current portion) Long-term borrowings (including the current portion) (7) Long-term accounts payable – facilities (including the current portion) Total liabilities Derivative transactions (*) (Thousands of U.S. Dollars) Book value (1) Cash and deposits (2) Notes and accounts receivable – trade (3) Electronically recorded monetary claims operating (4) Investment securities (5) Long-term loans receivable (including the current portion) (6) Long-term deposits Total of assets (1) (2) (3) (4) (5) (6) Notes and accounts payable – trade Short-term borrowings Accounts payable – other Income taxes payable Bonds payable (including the current portion) Long-term borrowings (including the current portion) (7) Long-term accounts payable – facilities (including the current portion) Total liabilities Fair value Difference 1,180,050 1,180,050 - 903,434 903,434 - 72,309 72,309 - 165,110 165,110 - 27,098 27,336 238 2,842 2,350,843 2,842 2,351,081 - 238 584,074 124,150 363,030 58,649 541,956 584,074 124,150 363,030 58,649 541,830 - - - - (126) 3,150,926 3,134,696 (16,230) 5,255 5,242 (13) 4,828,040 4,811,671 (16,369) Derivative transactions (*) [293] [293] - (*) Receivables and payables from derivatives transactions are presented on a net basis with figures in squire brackets representing net payable balances. –30– (Note 1) The method for measuring fair values of financial instruments and matters relating to securities Assets: (1) Cash and deposits, (2) Notes and accounts receivable – trade, (3) Electronically recorded monetary claims - operating As these instruments are settled within a short term and their fair values approximate book values, their fair values are equal to their book values. (4) Investment securities Fair value of investment securities equals the price quoted in the stock exchange. Please refer to the section “(Securities)” regarding matters concerning the securities classified by holding purpose. (5) Long-term loans receivable Fair value of long-term loans receivable (including the current portion) is determined by discounting the total of principal and interest at the rate that consists of an appropriate rate such as the government bond yield plus an adjustment factor reflecting the credit risk. (6) Long-term deposits Fair value of long-term deposits is equal to their book value as they bear floating interest rates and reflect market interest rates within a short period of time, and thus their fair value is considered to approximate book value. Liabilities: (1) Notes and accounts payable – trade, (2) Short-term borrowings, (3) Accounts payable – other, (4) Income taxes payable As these instruments are settled within a short term and their fair values approximate book values, their fair values are equal to their book values. (5) Bonds payable Fair value of bonds payable (including the current portion) is determined based on a quoted market price if any. In cases where quoted market prices are not available, it is determined by discounting the total of principal and interest at the rate that reflects the remaining life of the bond and its credit risk. (6) Long-term borrowings, (7) Long-term accounts payable – facilities Fair values of long-term borrowings (including the current portion) and long-term accounts payable – facilities (including the current portion) are determined by discounting the total amount of principal and interest with an interest rate to be applied if similar new borrowings were entered into or similar new equipment were purchased. (Note 2) Financial instruments whose fair values are deemed to be extremely difficult to determine As of March 31, 2020 As of March 31, 2021 Category (Millions of Yen) (Millions of Yen) As of March 31, 2021 (Thousands of U.S. Dollars) Non-marketable equity securities 2,444 2,278 20,583 Shares of subsidiaries and associates 1,994 3,873 34,990 As these financial instruments do not have quoted market prices and their fair values are deemed to be extremely difficult to determine, they are not included in “(4) Investment securities.” –31– (Note 3) Redemption schedule for financial receivables and securities with maturity dates after the consolidated balance sheet date As of March 31, 2020 Due within Due after one year Due after five years one year through five years through ten years 112,977 – – Deposits (Millions of Yen) Due after ten years – 92,741 – – – 10,982 – – – (1) Bonds (corporate bonds) – – – – (2) Other – – – – Long-term loans receivable – 3,000 – 823 Total 216,701 3,000 – 823 Due within Due after one year Due after five years one year through five years through ten years 130,581 - - (Millions of Yen) Due after ten years - Notes and accounts receivable – trade Electronically recorded monetary claims operating Investment securities Available-for-sale securities with maturity dates As of March 31, 2021 Deposits 100,019 - - - 8,005 - - - (1) Bonds (corporate bonds) - - - - (2) Other - - - - 3,000 - - - 35 - - 279 241,641 - - 279 Notes and accounts receivable – trade Electronically recorded monetary claims operating Investment securities Available-for-sale securities with maturity dates Long-term loans receivable Long-term deposits Total (Thousands of U.S. Dollars) Due within Due after one year Due after five years Due after ten one year through five years through ten years years 1,179,489 - - - Deposits Notes and accounts receivable – trade Electronically recorded monetary claims operating Investment securities 903,434 - - - 72,309 - - - - - - - Available-for-sale securities with maturity dates (1) Bonds (corporate bonds) (2) Other Long-term loans receivable Long-term deposits Total - - - - 27,098 - - - 319 - - 2,523 2,182,649 - - 2,523 –32– (Note 4) Repayment schedule for bonds payable, long-term borrowings, lease obligations and other interest-bearing debt after the consolidated balance sheet date As of March 31, 2020 (Millions of Yen) Due within one year Short-term borrowings Between one to Between two to Between three Between four to Over five years two years three years to four years five years 15,452 - - - - - - 15,300 15,000 - 10,000 20,000 Convertible bond-type bonds with share acquisition rights 22,530 - - - - - Long-term borrowings 53,724 62,969 53,465 49,248 52,159 24,257 537 385 168 13 2 - Lease obligations 1,012 770 526 379 208 359 Total 93,256 79,425 69,160 49,640 62,370 44,616 Bonds payable Long-term accounts payable – facilities As of March 31, 2021 (Millions of Yen) Due within one year Between one to Between two to Between three Between four to Over five years two years three years to four years five years Short-term borrowings 13,744 - - - - - Bonds payable 15,000 15,000 - 10,000 15,000 5,000 - - - - - - 64,813 65,634 75,629 71,936 38,171 32,652 388 171 15 5 1 - Lease obligations 1,387 1,963 756 469 327 2,357 Total 95,333 82,769 76,402 82,411 53,500 40,010 Convertible bond-type bonds with share acquisition rights Long-term borrowings Long-term accounts payable – facilities (Thousands of U.S. Dollars) Due within one year Between one to Between two to Between three Between four to Over five years two years three years to four years five years Short-term borrowings 124,150 - - - - - Bonds payable 135,489 135,489 - 90,326 135,489 45,163 - - - - - - 585,433 592,853 683,130 649,778 344,791 294,941 Long-term accounts payable – facilities 3,506 1,545 144 46 14 - Lease obligations 12,536 17,734 6,836 4,245 2,956 21,297 Total 861,114 747,621 690,110 744,395 483,250 361,401 Convertible bond-type bonds with share acquisition rights Long-term borrowings –33– (Securities) 1. Available-for-sale securities As of March 31, 2020 (Millions of Yen) Classification Securities for which book value exceeds cost Securities for which book value does not exceed cost Type of securities Book value Cost Difference Equity securities 13,843 8,129 5,714 Equity securities 4,900 6,284 (1,384) 18,744 14,413 4,330 Total (Note) Non-marketable equity securities (with book value of ¥2,444 million) are not included in “available-for-sale securities” in the above table because they have no quoted market price and thus it is extremely difficult to determine their fair values. As of March 31, 2021 (Millions of Yen) Classification Securities for which book value exceeds cost Securities for which book value does not exceed cost Type of securities Book value Cost Difference Equity securities 13,305 7,076 6,229 Equity securities 4,973 5,423 (449) 18,279 12,499 5,780 Total (Thousands of U.S. Dollars) Classification Securities for which book value exceeds cost Securities for which book value does not exceed cost Type of securities Book value Cost Difference Equity securities 120,183 63,915 56,268 Equity securities 44,927 48,984 (4,057) 165,110 112,899 52,211 Total (Note) Non-marketable equity securities (with book value of ¥2,278 million ($20,583 thousand)) are not included in “availablefor-sale securities” in the above table because they have no quoted market price and thus it is extremely difficult to determine their fair values. 2. Available-for-sale securities sold For the fiscal year ended March 31, 2020 (Millions of Yen) Type of securities Proceeds from sale 7,700 Equity securities Gain on sale Loss on sale 6,778 0 For the fiscal year ended March 31, 2021 (Millions of Yen) Type of securities Proceeds from sale 1,427 Equity securities Gain on sale Loss on sale 435 48 (Thousands of U.S. Dollars) Type of securities Proceeds from sale 12,892 Equity securities –34– Gain on sale Loss on sale 3,934 439 3. Impairment of investment in securities For the fiscal year ended March 31, 2020 The Company recorded impairment losses of ¥19 million on securities, which consist solely of available-for-sale securities. For securities whose fair values at the end of the fiscal year have declined by 50% or more compared with their cost, loss on impairment is recorded without exception. For securities whose fair value at the end of the fiscal year have declined by 30% or more but less than 50% compared with cost, loss on impairment is recorded if it is deemed necessary in consideration of the possibility of the fair values being restored. For the fiscal year ended March 31, 2021 The Company recorded impairment losses of ¥213 million ($1,930 thousand) on securities, which consist solely of availablefor-sale securities. For securities whose fair values at the end of the fiscal year have declined by 50% or more compared with their cost, loss on impairment is recorded without exception. For securities whose fair value at the end of the fiscal year have declined by 30% or more but less than 50% compared with cost, loss on impairment is recorded if it is deemed necessary in consideration of the possibility of the fair values being restored. (Derivatives Transactions) 1. Derivatives contracts outstanding to which the hedge accounting was not applied There were no relevant transactions. 2. Derivatives contracts outstanding to which the hedge accounting was applied (1) Currency-related derivatives As of March 31, 2020 Hedge accounting method Type of derivatives transactions Major hedged item Contract amount (Millions of Yen) of which due after one year Fair value (Millions of Yen) Forward exchange contract Designated hedge accounting treatment (furiate shori) applicable to forward exchange contracts Sell Accounts receivable – trade USD 0 – (Note 2) 6,404 – (Note 2) 6,405 – – Buy Accounts payable – trade USD Total (Notes) 1. Fair values are determined based on the prices quoted by counterparty financial institutions. 2. The fair values of forward exchange contracts are included in those of accounts receivable and payable – trade because when forward exchange contracts qualify for designated hedge accounting treatment (furiate shori), they are accounted for together with foreign currency denominated financial receivables and payables (the hedged items) as one set of transactions. –35– As of March 31, 2021 Hedge accounting method Type of derivatives transactions Major hedged item Contract amount (Millions of Yen) of which due after one year Fair value (Millions of Yen) Forward exchange contract Designated hedge accounting treatment (furiate shori) applicable to forward exchange contracts Sell Accounts receivable – trade USD Accounts payable – trade Total Designated hedge accounting treatment (furiate shori) applicable to forward exchange contracts – (Note 2) 3,003 – (Note 2) 3,006 – – Contract amount (Thousands of U.S. Dollars) of which due after one year Fair value (Thousands of U.S. Dollars) Buy USD Hedge accounting method 2 Type of derivatives transactions Major hedged item Forward exchange contract Sell Accounts receivable – trade USD 23 – (Note 2) 27,132 – (Note 2) 27,155 – – Buy USD Accounts payable – trade Total (Notes) 1. Fair values are determined based on the prices quoted by counterparty financial institutions. 2. The fair values of forward exchange contracts are included in those of accounts receivable and payable – trade because when forward exchange contracts qualify for designated hedge accounting treatment (furiate shori), they are accounted for together with foreign currency denominated financial receivables and payables (the hedged items) as one set of transactions. (2) Interest rate-related derivatives As of March 31, 2020 Hedge accounting method Exceptional hedge accounting treatment (tokurei shori) applicable to interest rate swap contracts Type of derivatives transactions Major hedged item Interest rate swap contract Long-term borrowings Floating rate receipt/ fixed rate payment Contract amount (Millions of Yen) of which due after one year 50,752 47,228 Fair value (Millions of Yen) (Note 2) (Notes) 1. Fair values are determined based on the prices quoted by counterparty financial institutions. 2. The fair values of interest rate swap contracts are included in those of long-term borrowings because when interest rate swap contracts qualify for exceptional hedge accounting treatment (tokurei shori), they are accounted for together with long-term borrowings (the hedged items) as one set of transactions. –36– As of March 31, 2021 Hedge accounting method Exceptional hedge accounting treatment (tokurei shori) applicable to interest rate swap contracts Hedge accounting method Exceptional hedge accounting treatment (tokurei shori) applicable to interest rate swap contracts Type of derivatives transactions Major hedged item Interest rate swap contract Long-term borrowings Floating rate receipt/ fixed rate payment Type of derivatives transactions Major hedged item Interest rate swap contract Long-term borrowings Floating rate receipt/ fixed rate payment Contract amount (Millions of Yen) of which due after one year 50,274 Fair value (Millions of Yen) 50,274 (Note 2) Contract amount (Thousands of U.S. Dollars) of which due after one year Fair value (Thousands of U.S. Dollars) 454,112 454,112 (Note 2) (Notes) 1. Fair values are determined based on the prices quoted by counterparty financial institutions. 2. The fair values of interest rate swap contracts are included in those of long-term borrowings because when interest rate swap contracts qualify for exceptional hedge accounting treatment (tokurei shori), they are accounted for together with long-term borrowings (the hedged items) as one set of transactions. (Retirement Benefits) 1. Overview of retirement benefit plans The Company and its consolidated subsidiaries provide the following defined benefit plans: a contract-type corporate pension plan and a lump-sum retirement benefit plan. Some of the consolidated subsidiaries participate in the Small and Medium Enterprises’ Retirement Allowance Mutual Aid System. The simplified method is applied by some of the consolidated subsidiaries to calculate the retirement benefit liability and retirement benefit expenses. In addition, some of the consolidated subsidiaries provide the corporate defined contribution pension plan. 2. Defined benefit plans (1) Reconciliation of beginning and ending balances of retirement benefit obligations Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 255,166 12,241 1,978 (1,155) (8,991) (6,403) Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) Beginning balance of retirement benefit obligation Service cost Interest cost Actuarial (gain) loss Benefits paid Past service cost Increase (decrease) resulting from effect of business combination Other 28,175 1,372 221 (94) (1,424) - 28,249 1,355 218 (127) (995) (708) - 38 - (8) (75) Ending balance of retirement benefit obligation 28,249 28,021 253,108 347 (Note) Retirement benefit obligations under the plans for which the simplified method is applied are not included in the table above. The breakdown of other is the effect of foreign currency translation. –37– (2) Reconciliation of beginning and ending balances of plan assets Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) Beginning balance of plan assets Expected return on plan assets Actuarial gain (loss) Employer contributions Benefits paid 8,054 80 (258) 355 (324) 7,907 79 597 344 (219) Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 71,428 714 5,397 3,115 (1,986) Ending balance of plan assets 7,907 8,709 78,668 (Note) Plan assets of ¥715 million ($6,467 thousand) for the fiscal year ended March 31, 2021 (¥754 million for the fiscal year ended March 31, 2020) under the plans for which the simplified method is applied are not included in the table above. (3) Reconciliation of beginning and ending balances of net defined benefit liability for plans for which the simplified method is applied Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) Beginning balance of retirement benefit liability Retirement benefit expenses Benefits paid 1,939 330 (154) 2,068 192 (117) Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 18,683 1,741 (1,065) Contribution to the plans Increase (decrease) resulting from a change in scope of consolidation Increase (decrease) resulting from effect of merger Increase (decrease) resulting from effect of business combination Other (47) (43) (391) - (44) (399) - 122 1,102 - 94 853 - 2 19 2,068 2,274 20,543 Ending balance of retirement benefit liability (Note) The breakdown of other is the effect of foreign currency translation. (4) Reconciliation of ending balances of retirement benefit obligations and plan assets, retirement benefit liability and retirement benefit asset reported on the consolidated balance sheet As of March 31, 2020 (Millions of Yen) Funded retirement benefit obligation Plan assets As of March 31, 2021 (Millions of Yen) As of March 31, 2021 (Thousands of U.S. Dollars) 71,372 (85,135) 8,335 (8,661) 7,901 (9,425) (326) (1,523) (13,763) Unfunded retirement benefit obligation Net asset or liability reported on the consolidated balance sheet Retirement benefit liability 22,736 23,110 208,746 22,410 21,586 194,983 23,254 23,110 208,747 Retirement benefit asset Net asset or liability reported on the consolidated balance sheet (844) (1,523) (13,762) 22,410 21,586 194,985 Subtotal (Note) Retirement benefit obligation and plan assets under the plans for which the simplified method is applied are included in the reconciliation above. –38– (5) Components of retirement benefit expenses Service cost Interest cost Expected return on plan assets Amortization of actuarial (gain) loss Amortization of past service cost Retirement benefit expenses calculated by the simplified method Retirement benefit expenses related to defined benefit plans Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 12,241 1,978 (714) Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) 1,372 221 (80) 1,355 218 (79) 55 (21) 48 (170) 436 (1,538) 330 192 1,741 1,877 1,565 14,144 (Note) Other than the retirement benefit expenses above, the Company paid ¥238 million and ¥207 million ($1,872 thousand) of early retirement expenses for the fiscal years ended March 31, 2020 and 2021, respectively, which are included in extraordinary losses. (6) Remeasurements of defined benefit plans in other comprehensive income (before tax effect) Fiscal year ended March 31, 2020 (Millions of Yen) Fiscal year ended March 31, 2021 (Millions of Yen) Fiscal year ended March 31, 2021 (Thousands of U.S. Dollars) 6,987 Actuarial (gain) loss (108) 773 Past service cost (21) 538 4,864 Total (129) 1,312 11,851 (7) Remeasurements of defined benefit plans in accumulated other comprehensive income (before tax effect) As of March 31, 2020 (Millions of Yen) As of March 31, 2021 (Millions of Yen) As of March 31, 2021 (Thousands of U.S. Dollars) Unrecognized actuarial (gain) loss (232) (1,005) (9,083) Unrecognized past service cost (468) (1,007) (9,100) (701) (2,013) (18,183) Total (8) Plan assets 1) Allocation of plan assets Plan assets by major category as a percentage of total plan assets are as follows: As of March 31, 2020 General account Debt securities Equity securities Other As of March 31, 2021 35% 36 16 13 100 Total 33% 36 22 9 100 (Note) Plan assets under the plans for which the simplified method is applied are not included in the table above. 2) Determination procedure of long-term expected rate of return on plan assets In determining the long-term expected rate of return on plan assets, the Company considers the current and projected asset allocations as well as current and future expected long-term rate of returns from various assets that constitute the plan assets. –39– (9) Assumptions used in actuarial calculations Major assumptions used in actuarial calculations Fiscal year ended March 31, 2020 0.1% - 1.06% 1.0% Discount rate Long-term expected rate of return on plan assets Fiscal year ended March 31, 2021 0.1% - 1.06% 1.0% 3. Defined contribution plan The amounts required to contribute to defined contribution plans of the consolidated subsidiaries for the fiscal years ended March 31, 2020 and 2021 were ¥145 million and ¥150 million ($1,355 thousand), respectively. (Income Taxes) 1. Significant components of deferred tax assets and deferred tax liabilities As of March 31, 2020 (Millions of Yen) Deferred tax assets: Provision for bonuses Accrued enterprise tax Tax loss carryforwards (Note) Tax credit carryforwards Loss on valuation of inventories Retirement benefit liability Unrealized gains and losses on non-current assets and investment securities Adjustments on non-current assets Loss on valuation of investment securities Impairment loss Adjustment of book value of investments Valuation difference associated with business combinations Other Subtotal Valuation allowance for tax loss carryforwards (Note) Valuation allowance for total of deductible temporary differences and others Less valuation allowance Total deferred tax assets Deferred tax liabilities: Valuation difference on available-for-sale securities Retained earnings of subsidiaries and associates Valuation difference on non-current assets for consolidated tax return Valuation difference associated with business combinations Trademark right Customer-related assets Other Total deferred tax liabilities Net deferred tax assets –40– As of March 31, 2021 (Millions of Yen) As of March 31, 2021 (Thousands of U.S. Dollars) 1,634 714 3,626 753 689 7,202 1,728 550 4,244 183 812 7,182 15,616 4,970 38,336 1,659 7,339 64,877 283 282 2,556 643 1,024 1,357 2,313 586 891 1,292 2,313 5,300 8,053 11,676 20,899 2,763 2,070 18,704 2,858 25,865 3,179 25,319 28,718 228,703 (3,190) (3,062) (27,664) (7,285) (6,132) (55,397) (10,475) 15,390 (9,195) 16,124 (83,061) 145,642 (1,412) (1,651) (14,913) (3,375) (3,449) (31,154) (772) (800) (7,228) - (1,706) (15,412) (784) - (2,188) (8,533) 6,856 (3,401) (648) (2,436) (14,092) 2,031 (30,728) (5,854) (22,004) (127,293) 18,349 (Note) Amounts of tax loss carryforwards and associated deferred tax assets by expiration period For the fiscal year ended March 31, 2020 (Millions of Yen) Due within one year Between one to two years Between Between Between two to three three to four four to five years years years More than five years Total Tax loss carryforwards (a) 380 512 378 1,322 309 723 3,626 Valuation allowance (373) (504) (313) (1,301) (309) (386) (3,190) Deferred tax assets 7 7 64 20 – 336 436 (a) The amounts of tax loss carryforwards are calculated by multiplying the statutory tax rate. For the fiscal year ended March 31, 2021 (Millions of Yen) Due within one year Between one to two years Between Between Between two to three three to four four to five years years years Tax loss carryforwards (b) 576 388 1,310 434 Valuation allowance (557) (338) (1,295) Deferred tax assets 19 50 14 More than five years Total 129 1,403 4,244 (434) (129) (307) (3,062) - - 1,096 1,181 (b) The amounts of tax loss carryforwards are calculated by multiplying the statutory tax rate. (Thousands of U.S. Dollars) Due within one year Between one to two years Between Between Between two to three three to four four to five years years years Tax loss carryforwards (b) 5,210 3,513 11,833 3,926 1,173 12,681 38,336 Valuation allowance (5,035) (3,056) (11,698) (3,926) (1,173) (2,776) (27,664) Deferred tax assets 175 457 135 0 0 9,905 10,672 More than five years Total (b) The amounts of tax loss carryforwards are calculated by multiplying the statutory tax rate. 2. Difference between the statutory tax rate and the Company’s effective income tax rate Fiscal year ended March 31, 2020 Statutory tax rate 30.5% (Reconciliation) Per capita levy of inhabitants tax 0.3 Permanently non-deductible and non-taxable items 1.1 Change in valuation allowances 4.5 Amortization of goodwill 2.6 Deferred tax liabilities on retained earnings of subsidiaries and associates 0.6 Refund of income taxes for prior periods (1.1) Other 0.1 Effective income tax rate 38.6 –41– Fiscal year ended March 31, 2021 30.5% 0.3 0.3 1.4 3.3 0.2 - (0.8) 35.2 (Business Combinations) (Business Combination through Acquisition) 1. Özen Kişisel Bakım Ürünleri Üretim A.Ş. At the Board of Directors Meeting held on February 27, 2020, the Company resolved to acquire all shares of Özen Kişisel Bakım Ürünleri Üretim A.Ş. (hereinafter referred to as “Özen”), a hygiene products manufacturer owned by Yıldız Holding A.Ş. (hereinafter referred to as “Yıldız”), which is a major food and consumer goods conglomerate in the Republic of Turkey (hereinafter referred to as “Turkey”). The Company completed the acquisition on May 29, 2020. (1) Overview of the business combination 1) Name and business details of the acquired company Name of the acquired company: Özen Kişisel Bakım Ürünleri Üretim A.Ş. Business details: Production and sales of disposable diapers, wet wipes, liquid soaps, etc. 2) Main reasons for the business combination Özen has a factory situated in an excellent location close to Istanbul and currently produces and sells products in three product categories: baby diapers, wet wipes and liquid soaps, which are expected to have synergistic effects with the Company’s Home & Personal Care (hereinafter referred to as the “H&PC”) business. Since Özen, which entered the baby diaper business in 2007, had ESSITY, a major global manufacturer of hygiene products, as its equity participant from 2011 to 2019, we assess that Özen’s technical capabilities in manufacturing baby diapers is high. Under this situation, as the Company intends to promote business expansion by establishing a factory in Turkey, it evaluated the efficacy of constructing its own factory versus a corporate acquisition. As a result of its deliberation, it has concluded that the acquisition of Özen from Yıldız is the most effective option for the Company. 3) Date of the business combination May 29, 2020 (share acquisition date) March 31, 2020 (deemed acquisition date) 4) Legal form of the business combination The transaction was a share acquisition in consideration for cash. 5) Company name after the business combination Elleair International Turkey Kişisel Bakım Ürünleri Üretim A.Ş. 6) Ratio of voting rights acquired Ratio of voting rights before the acquisition: 0.0% Ratio of voting rights after the acquisition: 100.0% 7) Grounds for determining the acquiring company The Company acquired shares of Özen Kişisel Bakım Ürünleri Üretim A.Ş. in consideration for cash. (2) Period of operating results of the acquired company or business which is included in the consolidated financial statements From April 1, 2020 to December 31, 2020 (3) Acquisition cost and breakdown by type of consideration Consideration for acquisition Consideration for the share acquisition in cash Acquisition cost ¥172 million ($1,561 thousand) ¥172 million ($1,561 thousand) In conjunction with the acquisition of all shares of Özen on May 29, 2020, the Company paid ¥2,198 million ($19,860 thousand) to Yıldız for performing Özen’s obligation against Yıldız through a third-party performance with the consent of Özen, in addition to the above-mentioned consideration for the share acquisition in cash. As a result, Özen bears the obligation of ¥2,198 million ($19,860 thousand) against the Company. The said obligation was converted to equity capital of the acquired company in July 2020 through a debt-equity swap. –42– (4) Major components and amounts of acquisition related costs Advisory fee, etc.: ¥187 million ($1,695 thousand) (5) Amount of goodwill, reason for recognition, and method and period of amortization 1) Amount of goodwill ¥1,700 million ($15,362 thousand) 2) Reason for recognition The goodwill arose from reasonable estimates of excess earning power expected to be generated from business developments going forward. 3) Method and period of amortization The goodwill is to be amortized using the straight-line method over 20 years. (6) Amounts of assets received and liabilities assumed on the date of the business combination and their breakdown (Millions of Yen) (Thousands of U.S. Dollars) Current assets 976 8,817 Non-current assets 468 4,232 Total assets 1,444 13,049 Current liabilities 2,903 26,222 59 540 2,962 26,762 Non-current liabilities Total liabilities (7) Estimated amount of impact on the consolidated statement of income for the fiscal year ended March 31, 2021 and calculation method assuming that the business combination had been completed at the beginning of the fiscal year (Millions of Yen) (Thousands of U.S. Dollars) 533 4,815 Operating profit 5 51 Ordinary losses (82) (746) Loss attributable to owners of parent (82) (745) Net sales (Calculation method of the estimated amount) The estimated amount of impact indicates the difference between: - net sales and profit and loss information calculated assuming that the business combination had been completed at the beginning of the fiscal year, and - net sales and profit and loss information as stated in the consolidated statement of income of the acquiring company. In addition, the amortization was adjusted and calculated assuming that the goodwill, etc. recognized at the time of business combination had arisen at the beginning of the fiscal year ended March 31, 2021. Please note that this note is not subject to audit. –43– 2. Santher – Fábrica de Papel Santa Therezinha S.A. At the Board of Directors Meeting held on February 27, 2020, the Company resolved to jointly acquire indirectly all shares (hereinafter referred to as the “Transaction”) of Santher – Fábrica de Papel Santa Therezinha S.A. (hereinafter referred to as “Santher”) based in the Federative Republic of Brazil (hereinafter referred to as “Brazil”) with Marubeni Corporation (hereinafter referred to as “Marubeni”). The Company and Marubeni completed the Transaction on June 29, 2020. A joint investment company established in Brazil called H&PC BRAZIL PARTICIPAÇÕES S.A. (hereinafter referred to as the “Subsidiary Company”), in which the Company and Marubeni hold 51.0% and 49.0% stake, respectively, directly acquired 100% of Santher shares. (1) Overview of the business combination 1) Name and business details of the acquired company Name of the acquired company: Santher – Fábrica de Papel Santa Therezinha S.A. Business details: Production and sales of H&PC products such as household paper, disposable diapers, etc. and specialty paper 2) Main reasons for the business combination Santher has been engaged in production and sales of personal care products such as household paper, disposable baby diapers and sanitary napkins in Brazil for over 80 years since its foundation. Brand awareness of the company’s products is notably high throughout Brazil. Particularly, it has established a solid leading position in the H&PC market with the “Personal” brand, which is highly valued by local consumers. Santher holds a strong position as a market leader in the Brazilian household paper market, and out of the local companies, holds the largest share of disposable diapers and sanitary napkins. The Brazilian H&PC market is the fourth largest market in the world, with household paper products and disposable diapers marking an annual growth rate of 5.6 percent and 5.4 percent, respectively, over the last five years, and continued growth of the market is expected moving forward, given that penetration rates of such products would increase driven by population growth, economic development and higher living standards. Since it should take significant number of years to gain market share and to generate profit organically through a greenfield investment, the Company and Marubeni believe a friendly takeover of a promising local company will be an effective measure, therefore they came to the decision to acquire Santher. 3) Date of the business combination June 29, 2020 (share acquisition date) March 31, 2020 (deemed acquisition date) 4) Legal form of the business combination The transaction was a share acquisition in consideration for cash. 5) Company name after the business combination The name has not been changed. 6) Ratio of voting rights acquired Ratio of voting rights before the acquisition: 0.0% Ratio of voting rights after the acquisition: 51.0% (of which indirectly owns 51.0%) 7) Grounds for determining the acquiring company The Subsidiary Company acquired shares of Santher – Fábrica de Papel Santa Therezinha S.A. in consideration for cash. (2) Period of operating results of the acquired company or business which is included in the consolidated financial statements From April 1, 2020 to December 31, 2020 (3) Acquisition cost and breakdown by type of consideration Consideration for acquisition Consideration for the share acquisition in cash Acquisition cost ¥51,690 million ($466,901 thousand) ¥51,690 million ($466,901 thousand) –44– (4) Major components and amounts of acquisition related costs Advisory fee, etc.: ¥1,098 million ($9,918 thousand) (5) Amount of goodwill, reason for recognition, and method and period of amortization 1) Amount of goodwill ¥20,502 million ($185,194 thousand) 2) Reason for recognition The goodwill arose from reasonable estimates of excess earning power expected to be generated from business developments going forward. 3) Method and period of amortization The goodwill is to be amortized using the straight-line method over 20 years. (6) Amounts of assets received and liabilities assumed on the date of the business combination and their breakdown (Millions of Yen) (Thousands of U.S. Dollars) Current assets 10,720 96,829 Non-current assets 31,687 286,216 Total assets 42,407 383,045 Current liabilities 11,042 99,738 Non-current liabilities 19,876 179,532 Total liabilities 30,918 279,270 (7) Amounts allocated to intangible assets other than goodwill, breakdown by major asset type and the weighted average amortization period Asset type Amount Weighted average amortization period Trademark right ¥8,955 million ($80,887 thousand) 20 years Customer-related assets ¥2,131 million ($19,248 thousand) 13 years (8) Estimated amount of impact on the consolidated statement of income for the fiscal year ended March 31, 2021 and calculation method assuming that the business combination had been completed at the beginning of the fiscal year (Millions of Yen) (Thousands of U.S. Dollars) Net sales 8,376 75,660 Operating profit 633 5,725 Ordinary losses (332) (3,007) Loss attributable to owners of parent (276) (2,494) (Calculation method of the estimated amount) The estimated amount of impact indicates the difference between: - net sales and profit and loss information calculated assuming that the business combination had been completed at the beginning of the fiscal year, and - net sales and profit and loss information as stated in the consolidated statement of income of the acquiring company. In addition, the amortization was adjusted and calculated assuming that the goodwill, etc. recognized at the time of business combination had arisen at the beginning of the fiscal year ended March 31, 2021. Please note that this note is not subject to audit. –45– (Segment Information, etc.) [Segment Information] 1. Overview of reportable segments The Company is organized into business units or sales divisions by product line. Each business unit or sales division is responsible for the formulation of a comprehensive strategy for the products it carries and the relevant business activities. The Company consists of two reportable segments, namely the Paper and Paperboard business segment and the Home and Personal Care business segment, each of which comprises businesses of product lines that are similar in terms of the manufacture and distribution system and types of market or customers. Each reportable segment of the Company is a unit for which operating results are evaluated regularly at the budget meeting, where decisions regarding the Company’s financial performance are made, and for which separate financial information is available. The products manufactured and distributed by the Paper and Paperboard business segment include newsprints, printing papers, packaging papers, paperboards, corrugated containers and pulps. The products manufactured and distributed by the Home and Personal Care business segment include sanitary goods, disposable diapers, napkins and wet wipes. 2. Calculation method of net sales, income, assets and other items by reportable segment The accounting method for the reportable segments is the same as those described in “Summary of Significant Accounting and Reporting Policies.” Segment income is based on operating income. Intersegment sales or transfers are based on the price determined upon consultation between the parties involved. 3. Net sales, income, assets and other items by reportable segment For the fiscal year ended March 31, 2020 (Millions of Yen) Reportable Segment Net Sales Sales to external customers Intersegment sales and transfers Total sales Segment income (loss) Segment assets Other items: Depreciation and amortization Increase in property, plant and equipment and intangible assets Other (Note 1) Adjustments Consolidated (Note 2) (Note 3) Paper and Paperboard Home and Personal Care 317,825 204,731 522,557 23,876 546,433 - 546,433 18,924 3,447 22,371 65,974 88,346 (88,346) - 336,749 19,935 440,336 208,179 7,964 246,274 544,929 27,899 686,610 89,850 2,687 63,866 634,780 30,586 750,477 (88,346) 41 12,582 546,433 30,628 763,059 19,805 10,900 30,706 1,136 31,843 - 31,843 43,270 12,736 56,006 5,927 61,933 - 61,933 Total Total (Notes) 1. The “Other” category consists of the business segments that are not included in the reportable segments, and includes woodchip, forestry, machinery, logistics, electric power selling, golf club and real estate leasing businesses. 2. Adjustments are as follows: (1) The amount of adjustments for segment income is the adjustment for elimination of intersegment transactions. (2) The amount of adjustments for segment assets is the adjustment for elimination of intersegment transactions of ¥(13,279) million and corporate assets, consisting primarily of investment securities, not attributable to any reportable segment of ¥25,862 million. 3. Segment income is calculated by adjusting operating income presented in the consolidated statement of income. –46– For the fiscal year ended March 31, 2021 (Millions of Yen) Reportable Segment Net Sales Sales to external customers Intersegment sales and transfers Total sales Segment income (loss) Segment assets Other items: Depreciation and amortization Increase in property, plant and equipment and intangible assets Other (Note 1) Adjustments Consolidated (Note 2) (Note 3) Paper and Paperboard Home and Personal Care 302,453 237,990 540,444 22,484 562,928 - 562,928 17,029 3,463 20,492 66,031 86,524 (86,524) - 319,482 19,576 437,724 241,454 14,734 332,093 560,936 34,311 769,817 88,516 2,520 67,888 649,452 36,831 837,706 (86,524) 42 12,094 562,928 36,873 849,801 20,270 11,505 31,775 2,361 34,137 - 34,137 27,066 22,074 49,140 4,270 53,411 - 53,411 Total Total (Thousands of U.S. Dollars) Reportable Segment Net Sales Sales to external customers Intersegment sales and transfers Total sales Segment income (loss) Segment assets Other items: Depreciation and amortization Increase in property, plant and equipment and intangible assets Total Other (Note 1) Total 2,149,679 4,881,620 203,092 5,084,712 - 5,084,712 153,818 31,281 185,099 596,438 781,537 (781,537) - 2,885,759 176,831 3,953,792 2,180,960 133,088 2,999,671 5,066,719 309,919 6,953,463 799,530 22,766 613,212 5,866,249 332,685 7,566,675 (781,537) 382 109,246 5,084,712 333,067 7,675,921 183,098 103,922 287,020 21,328 308,348 - 308,348 244,477 199,389 443,866 38,574 482,440 - 482,440 Paper and Paperboard Home and Personal Care 2,731,941 Adjustments Consolidated (Note 2) (Note 3) (Notes) 1. The “Other” category consists of the business segments that are not included in the reportable segments, and includes woodchip, forestry, machinery, logistics, electric power selling, golf club and real estate leasing businesses. 2. Adjustments are as follows: (1) The amount of adjustments for segment income is the adjustment for elimination of intersegment transactions. (2) The amount of adjustments for segment assets is the adjustment for elimination of intersegment transactions of ¥(13,642) million ($(123,231) thousand) and corporate assets, consisting primarily of investment securities, not attributable to any reportable segment of ¥25,737 million ($232,477 thousand). 3. Segment income is calculated by adjusting operating income presented in the consolidated statement of income. [Related Information] For the fiscal year ended March 31, 2020 1. Information by product and service This information is omitted because a similar description has been disclosed in segment information. 2. Information by geographical area (1) Net sales This information is omitted because the Group’s sales in Japan exceed 90% of net sales presented in the consolidated statement of income. –47– (2) Property, plant and equipment (Millions of Yen) Japan East Asia 324,657 15,398 Southeast Asia South America 7,600 Middle East, Russia and other 14,038 428 Total 362,123 * Middle East, Russia and other include Europe, North America and Africa. 3. Information by major customer This information is omitted because none of the external customers singularly account for 10% or more of net sales presented in the consolidated statement of income. For the fiscal year ended March 31, 2021 1. Information by product and service This information is omitted because a similar description has been disclosed in segment information. 2. Information by geographical area (1) Net sales (Millions of Yen) Japan East Asia 476,211 Japan 48,885 East Asia 4,301,430 441,566 Southeast Asia South America 9,589 Southeast Asia 25,497 South America 86,621 230,311 Middle East, Russia and other 2,743 Total 562,928 (Thousands of U.S. Dollars) Middle East, Total Russia and other 24,784 5,084,712 * Middle East, Russia and other include Europe, North America and Africa. (2) Property, plant and equipment (Millions of Yen) Japan East Asia 336,244 Japan 18,796 East Asia 3,037,166 169,780 Southeast Asia South America 5,507 Southeast Asia 28,362 South America 49,749 256,189 Middle East, Russia and other 2,683 Total 391,594 (Thousands of U.S. Dollars) Middle East, Total Russia and other 24,240 3,537,124 * Middle East, Russia and other include Europe, North America and Africa. 3. Information by major customer This information is omitted because none of the external customers singularly account for 10% or more of net sales presented in the consolidated statement of income. –48– [Impairment Loss of Non-current Assets by Reportable Segment] For the fiscal year ended March 31, 2020 (Millions of Yen) Impairment loss Paper and Paperboard Home and Personal Care 1,741 0 Paper and Paperboard Home and Personal Care 1,556 1,019 Paper and Paperboard Home and Personal Care 14,058 9,208 Corporate & elimination Other - Total - 1,742 For the fiscal year ended March 31, 2021 (Millions of Yen) Impairment loss Impairment loss Corporate & elimination Other - Total - 2,575 (Thousands of U.S. Dollars) Corporate & Total elimination Other - - Corporate & elimination 23,266 [Amortization and Unamortized Balance of Goodwill by Reportable Segment] For the fiscal year ended March 31, 2020 (Millions of Yen) Paper and Paperboard Home and Personal Care Other (Note) Amortization of goodwill 1,122 1,999 511 – 3,632 Unamortized balance 12,116 22,168 6,160 – 40,445 (Note) Total The amount of “Other” includes amortization and unamortized balance associated with the woodchip, forestry, machinery, and logistics businesses. The following are amortization and unamortized balances of negative goodwill arising from the business combinations that occurred before April 1, 2010. (Millions of Yen) Paper and Paperboard Home and Personal Care Other (Note) Corporate & elimination Amortization of negative goodwill 10 0 62 - 73 Unamortized balance 67 0 436 - 503 (Note) Total The amount of “Other” includes amortization and unamortized balance associated with the woodchip and forestry businesses. For the fiscal year ended March 31, 2021 (Millions of Yen) Paper and Paperboard Home and Personal Care Other (Note) Corporate & elimination Amortization of goodwill 1,122 2,784 539 - 4,445 Unamortized balance 9,850 40,325 6,106 - 56,281 Paper and Paperboard Home and Personal Care Other (Note) Amortization of goodwill 10,137 25,151 4,869 - 40,157 Unamortized balance 88,975 364,241 55,153 - 508,369 –49– Total (Thousands of U.S. Dollars) Corporate & Total elimination (Note) The amount of “Other” includes amortization and unamortized balance associated with the woodchip, forestry, machinery, and logistics businesses. The following are amortization and unamortized balances of negative goodwill that arose in the business combinations that occurred before April 1, 2010. (Millions of Yen) Paper and Paperboard Home and Personal Care Other (Note) Corporate & elimination - 63 - 378 Amortization of negative goodwill 0 0 62 Unamortized balance 4 0 373 Paper and Paperboard Home and Personal Care Total (Thousands of U.S. Dollars) Corporate & Total elimination Other (Note) Amortization of negative goodwill 8 0 563 - 571 Unamortized balance 43 3 3,376 - 3,422 (Note) The amount of “Other” includes amortization and unamortized balance associated with the woodchip and forestry businesses. –50– [Negative Goodwill (Gain on Bargain Purchase) by Reportable Segment] The Company did not recognize any gain on bargain purchase for the fiscal years ended March 31, 2020 and 2021. [Related Party Information] 1. Related party transactions (1) Transactions between the filing company of the consolidated financial statements (hereinafter referred to as the “filing company”) and its related parties (a) The filing company’s unconsolidated subsidiaries and associates, etc. For the fiscal year ended March 31, 2020 Not applicable. For the fiscal year ended March 31, 2021 (Millions of Yen) Name of company or individual Location Share Business capital or details or investment occupation Tokyo Pulp & Associate Paper Corporation Chuo-ku, Tokyo Purchase and sales of 50 paper and paperboard products Type Ratio of voting rights holding Relationship with Summary of Transaction (held) (%) the related party transaction amount (Note 1) Holding Sales of paper and Sales of Direct: 12.0 paperboard paper and Indirect: 9.5 products, etc. paperboard (Held) Interlocking products Direct: 0.4 directorates (Note 2) Balance Account at end of period Accounts 33,147 receivable - trade 13,455 (Thousands of U.S. Dollars) Name of company or individual Location Share Business capital or details or investment occupation Tokyo Pulp & Associate Paper Corporation Chuo-ku, Tokyo Purchase and sales of 451 paper and paperboard products Type Ratio of voting rights holding Relationship with Summary of Transaction (held) (%) the related party transaction amount (Note 1) Holding Sales of paper and Sales of Direct: 12.0 paperboard paper and Indirect: 9.5 products, etc. paperboard (Held) Interlocking products Direct: 0.4 directorates (Note 2) Balance Account at end of period Accounts 299,411 receivable 121,534 - trade (Notes) 1. The ratio of voting rights indirectly holding is the ratio of voting rights held by unconsolidated subsidiaries. 2. Sales of products are based on prices determined in consultation between the parties. 3. The transaction amount does not include consumption taxes. (2) Transactions between the filing company’s consolidated subsidiaries and related parties Not applicable. 2. Notes on parent company or significant associates Not applicable. –51– (Per Share Information) Fiscal year ended March 31, 2020 (Yen) 1,319.57 Fiscal year ended March 31, 2021 (Yen) 1,440.33 Fiscal year ended March 31, 2021 (U.S. Dollars) 13.00 Basic earnings per share 127.91 138.73 1.25 Diluted earnings per share 115.18 133.25 1.20 Net assets per share (Notes) 1. Treasury shares remaining in the Board Benefit Trust (BBT) and Employee Shareholding Association Trust (Shareholding Trust) recorded as treasury shares under shareholders’ equity are included in treasury shares that are deducted in the calculation of the average number of shares outstanding during the period for the determination of basic earnings per share, and are included in treasury shares that are deducted from the total number of shares issued at the end of the period for the determination of net assets per share. The average numbers during the period of such treasury shares deducted for the determination of basic earnings per share for the fiscal years ended March 31, 2020 and 2021 were 139 thousand shares and 312 thousand shares, respectively. Meanwhile, the numbers at the end of the period of such treasury shares deducted for the determination of net assets per share for the fiscal years ended March 31, 2020 and 2021 were 302 thousand shares and 1,534 thousand shares, respectively. 2. Basic and diluted earnings per share are calculated based on the following: Fiscal year ended Fiscal year ended Fiscal year ended March 31, 2020 March 31, 2021 March 31, 2021 (Millions of Yen, (Millions of Yen, (Thousands of U.S. Dollars, unless otherwise stated) unless otherwise stated) unless otherwise stated) Basic earnings per share Profit attributable to owners of parent Amount not attributable to common shareholders of parent Profit attributable to common shareholders of parent Average number of common shares outstanding during the period (thousands of shares) 19,199 22,115 199,763 – - 19,199 22,115 199,763 150,093 159,415 159,415 (16) (6) (61) [(16)] [(6)] [(61)] 16,449 6,508 6,508 [16,449] [6,508] [6,508] – - - Diluted earnings per share Adjustment to profit attributable to owners of parent [Interest expenses (after deducting the amount equivalent to taxes)] Increase in the number of common shares (thousands of shares) [Convertible bond-type bonds with share acquisition rights (thousands of shares)] Summary of potentially dilutive shares that were not included in the calculation of diluted earnings per share since there was no dilutive effect –52– 5) Supplementary Schedules [Schedule of Bonds] (Millions of Yen) Company Name Tokyo Pulp & Paper Corporation Euro Yen Zero Coupon Convertible Bonds due 2020 Unsecured Straight Bond No. 18 Unsecured Straight Bond No. 19 Unsecured Straight Bond No. 20 Unsecured Straight Bond No. 21 Unsecured Straight Bond No. 22 Unsecured Bond No. 2 Total – Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Company Name Tokyo Pulp & Paper Corporation Euro Yen Zero Coupon Convertible Bonds due 2020 Unsecured Straight Bond No. 18 Unsecured Straight Bond No. 19 Unsecured Straight Bond No. 20 Unsecured Straight Bond No. 21 Unsecured Straight Bond No. 22 Unsecured Bond No. 2 Total – Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Daio Paper Corporation Date of issue Beginning Ending Interest balance balance rate Collateral (Millions of Yen) (Millions of Yen) (%) Maturity September 17, 2015 22,540 [22,540] – – None September 17, 2020 March 22, 2017 15,000 15,000 [15,000] 0.42 None March 22, 2022 December 14, 2017 15,000 15,000 0.42 None December 14, 2022 December 14, 2017 10,000 10,000 0.60 None December 13, 2024 October 25, 2018 15,000 15,000 0.61 None October 24, 2025 October 25, 2018 5,000 5,000 0.86 None October 25, 2028 March 27, 2017 300 – 0.49 None March 27, 2022 – 82,840 [22,540] 60,000 [15,000] – – – Date of issue Beginning balance (Thousands of U.S. Dollars) (Thousands of U.S. Dollars) Ending Interest balance rate Collateral Maturity (Thousands of (%) U.S. Dollars) September 17, 2015 203,601 [203,601] – – None September 17, 2020 March 22, 2017 135,489 135,489 [135,489] 0.42 None March 22, 2022 December 14, 2017 135,489 135,489 0.42 None December 14, 2022 December 14, 2017 90,326 90,326 0.60 None December 13, 2024 October 25, 2018 135,489 135,489 0.61 None October 24, 2025 October 25, 2018 45,163 45,163 0.86 None October 25, 2028 March 27, 2017 2,709 – 0.49 None March 27, 2022 – 748,266 [203,601] 541,956 [135,489] – – – –53– (Notes) 1. The figures in square brackets in beginning and ending balances indicate the amounts of current portion of bonds payable included in the total balance. 2. There was no ending balance for Tokyo Pulp & Paper Corporation as it changed from a consolidated subsidiary to an associate accounted for using the equity method during the fiscal year ended March 31, 2021. 3. Details of the convertible bonds are presented as follows. Name of bonds: Euro Yen Zero Coupon Convertible Bonds due 2020 Stock to be issued: Common stock Issue price of stock acquisition rights: Free of charge (gratis issue) Issue price of stock: ¥1,441.2 ($13.01) Total issue amount: ¥30,150 million ($272,333 thousand) Total issue amount of stock issued upon exercise of stock acquisition rights: ¥28,354 million ($256,113 thousand) Percentage of stock acquisition rights granted: 100.0% Exercise period of stock acquisition rights: From October 1, 2015 to September 3, 2020 (Local time of the place for accepting the exercise request) (Note) Upon the exercise of stock acquisition rights, the bonds associated with the stock acquisition rights shall be subject to capital contribution, with the price for the bonds being the same as their face value. 4. The redemption schedule of bonds payable for five years subsequent to March 31, 2021 is as follows: (Millions of Yen) Due within one year Between one to two years 15,000 15,000 Due within one year Between one to two years 135,489 135,489 Between two to three Between three to four Between four to five years years years - 10,000 15,000 (Thousands of U.S. Dollars) Between two to three Between three to four Between four to five years years years - –54– 90,326 135,489 [Schedule of Debts] Category Beginning balance (Millions of Yen) Ending balance (Millions of Yen) 15,452 13,744 139,576 124,150 0.52 – 53,724 64,813 485,268 585,433 0.98 – 1,012 1,387 9,143 12,536 - – 242,100 284,025 2,186,800 2,565,493 0.95 2,243 5,875 20,268 53,068 537 388 4,856 3,506 0.71 – 568 193 5,134 1,749 0.88 Due in 2022 through 2025 315,639 370,428 2,851,045 3,345,935 - – Short-term borrowings Current portion of longterm borrowings Current portion of lease obligations Long-term borrowings (excluding current portion) Lease obligations (excluding current portion) Beginning Ending balance balance (Thousands of (Thousands of U.S. Dollars) U.S. Dollars) Average interest rate (%) Maturity Due in 2022 through 2028 Due in 2022 - through 2026 Other interest-bearing debt Current portion of longterm accounts payable – facilities Long-term accounts payable – facilities (excluding current portion) Total (Notes) 1. The average interest rate above represents the weighted-average interest rate for the ending balance of borrowings. 2. The average interest rate of the lease obligations is not presented because the lease obligations are stated in the consolidated balance sheet at the amount before deducting the amount equivalent to interest expenses that are included in the total lease payments. 3. The redemption schedule of long-term borrowings, lease obligations and other interest-bearing debt (excluding current portions) for five years subsequent to March 31, 2021 is as follows: (Millions of Yen) Between one to two years Long-term borrowings Lease obligations Other interestbearing debt Between two to three Between three to four Between four to five years years years 65,634 75,629 71,936 38,171 1,963 756 469 327 171 15 5 1 (Thousands of U.S. Dollars) Between one to two years Long-term borrowings Lease obligations Other interestbearing debt Between two to three Between three to four Between four to five years years years 592,853 683,130 649,778 344,791 17,734 6,836 4,245 2,956 1,545 144 46 14 [Schedule of Asset Retirement Obligations] The Schedule of Asset Retirement Obligations is not presented, pursuant to Article 92-2 of the Ordinance on Consolidated Financial Statements, as the beginning and ending balances of asset retirement obligations for the current fiscal year ended March 31, 2021 were one percent or less of the total beginning and ending balances of liabilities and net assets of the current fiscal year. –55–
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