ANNUAL REPORT 2013 for the year ended March 31, 2013

※JavaScriptを有効にしてください。※
tools_title

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Saison Co., Ltd. and Consolidated Subsidiaries
For the year ended March 31, 2013

23. EQUITY

(A) EQUITY

Japanese companies are subject to the Companies Act of Japan (the "Companies Act").

The significant provisions in the Companies Act that affect financial and accounting matters are summarized below:

i. Dividends

Under the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the shareholders' meeting. For companies that meet certain criteria, the Board of Directors may declare dividends (except for dividends-in-kind) at any time during the fiscal year if the company has prescribed so in its articles of incorporation.

However, the Company cannot do so because it does not meet all the above criteria.

Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation of the company so stipulate.

The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock.

The limitation is defined as the amount available for distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥3 million.

ii. Increases/decreases and transfer of common stock, reserve and surplus

The Companies Act requires that an amount equal to 10% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus) depending on the equity account that was charged upon the payment of such dividends until the total of the aggregate amount of the legal reserve and additional paid-in capital equals 25% of common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may be reversed without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, other capital surplus and retained earnings can be transferred among the accounts under certain conditions upon resolution of the shareholders.

iii. Treasury stock and treasury stock acquisition rights

The Companies Act also provides for companies to purchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors.

The amount of treasury stock purchased cannot exceed the amount available for distribution to the shareholders which is determined by a specific formula.

Under the Companies Act, stock acquisition rights are presented as a separate component of equity. The Companies Act also provides that companies can purchase both treasury stock acquisition rights and treasury stock. Such treasury stock acquisition rights are presented as a separate component of equity or deducted directly from stock acquisition rights.


(B) COMMON STOCK

The Company has 300,000,000 authorized shares of which 185,444,772 shares as of March 31, 2013 and 185,444,772 shares as of March 31, 2012 were issued.


Type and number of shares issued and treasury stock

  Thousands of shares
Issued shares
(Common stock)
Treasury stock
(Common stock)
Balance at April 1, 2011 185,445 1,810
Number of shares increase 2*1
Number of shares decrease 0*2
Balance at March 31, 2012 185,445 1,812
Number of shares increase 1*3
Number of shares decrease
Balance at March 31, 2013 185,445 1,813
Notes:
  1. Increase in treasury stock
    Acquisition of any number of shares less than a full trading unit: 2 thousand shares
  2. Detail of decrease
    Sales of any number of shares less than a full trading unit: Less than a thousand shares
  3. Increase in treasury stock
    Acquisition of any number of shares less than a full trading unit: 1 thousand shares

(C) DIVIDEND

i. Dividend payment

Resolution Type of share Total amount   Dividend per share Record date Effective date
Millions of
yen
Thousands of
U.S. dollars
  Yen U.S. dollars
General Meeting of
  Shareholders
  on June 27, 2012
Common
stock
¥5,511 $58,538   ¥30.00 $0.319 March 31,
2012
June 28,
2012

ii.  For dividend payments with an effective date in the year ended March 31, 2014, the record date occurred
    in the year ended March 31, 2013

Resolution Type of share Source of
payment
Total amount   Dividend per share Record date Effective date
Millions of
yen
Thousands of U.S.
dollars
  Yen U.S. dollars
General Meeting of Shareholders
on June 26,  2013,  approved
Common
stock
Retained
earnings
¥5,511 $58,538   ¥30.00 $0.319 March 31,
2013
June 27,
2013

24. CASH FLOWS INFORMATION

(A) The balance of cash and cash equivalents as of March 31, 2013 and 2012 is reconciled with the respective consolidated balance sheet items as follows:


  Millions of yen   Thousands of
U.S. dollars
2013 2012   2013
Consolidated balance sheet        
Cash and deposits ¥57,524 ¥60,085   $610,987
Segregated trustee deposits (67) (84)   (724)
Cash and cash equivalents at the end of year ¥57,457 ¥60,001   $610,263

(B) Noncash investing and financing activities as of March 31, 2013 and 2012 are as follows:


  Millions of yen   Thousands of
U.S. dollars
2013 2012   2013
Assets and liabilities from finance leases recorded in the current fiscal year ¥   1,326 ¥1,008   $   14,088
Transfer from inventories, accounts receivable—installment, property and
 equipment to liquidation business assets with the restructuring of the real estate
 related business.
156,340   1,660,541
Transfer from inventories to property and equipment 10,009 4,620   106,312

(C) DESCRIPTION OF PROCEEDS FROM SALES OR REDEMPTION OF INVESTMENT SECURITIES


  Millions of yen   Thousands of
U.S. dollars
2013 2012   2013
Proceeds from sales of investment securities ¥302 ¥971   $3,212
Proceeds from redemptions of investment securities 1,028  
Proceeds from distribution of limited liability partnerships and
  other similar partnerships or return of capital
122 50   1,287
Total proceeds from sales or redemptions of investment securities ¥424 ¥2,049   $4,499

(D) BREAKDOWN OF MAJOR ASSETS AND LIABILITIES THAT DECREASED OWING TO AN ABSORPTION-TYPE
      COMPANY SPLIT

The following is a breakdown of the assets and liabilities the Company succeeded to Seven CS Card Service Co., Ltd, by an absorption-type company split and proceeds.

      Millions of yen
    2012
Current assets     ¥158,288
Noncurrent assets   49
Current liabilities   (742)
Difference     157,595
Value of the shares transferred     (21,801)
Proceeds from an absorption-type company split     ¥135,794

25. NET INCOME PER SHARE

Reconciliation of the differences between basic and diluted net income per share ("EPS") for the years ended March 31, 2013 and 2012, is as follows:


For the year ended March 31, 2013: Millions of yen   Thousands of
shares
  Yen   U.S. dollars
Net income   Weighted
average shares
  EPS
Basic EPS              
Net income available to common shareholders ¥32,770   183,633   ¥178.45   $1.895
Effect of dilutive securities              
Securities issued by a consolidated subsidiary (129)            
Diluted EPS              
Net income for computation 32,641   183,633   177.75   1.888

For the year ended March 31, 2012: Millions of yen   Thousands of
shares
  Yen   U.S. dollars
Net income   Weighted
average shares
  EPS
Basic EPS              
Net income available to common shareholders ¥9,454   183,634   ¥51.48   $0.627
Effect of dilutive securities              
Securities issued by a consolidated subsidiary (114)            
Diluted EPS              
Net income for computation 9,340   183,634   50.86   0.619
back to pagetop